Ultimate Spider-man Reboot
by Marvelfan604
Summary: My own version of ultimate Spiderman. Darker more violent and with brand new elements and charcters including the Avengers and Xmen eventually. How will Peter Parker face his foes as he struggles with his own blood stained hands. Fisrt story reviews are welcomed
1. Chapter 1

**Hello readers this is my first fanfiction so reviews and constructive criticism are welcome, NO FLAMES! This is my own personal take on the Ultimate Marvel Universe so there will be some familiar ideas but most will be from my own mind. Enjoy and Please review!**

**I do not own any characters, all right belong to their respective owners and Marvel Comics. **

**Ultimate Spider-Man Reboot **

**New York City 22:00 hours**

The city of New York was business as usual during the night, cars were lighting up the busy streets with people walking down the streets thinking of their own lives, completely unaware of the fierce aerial battle taking place in the sky above them.

A man in a green armored battle suit with glowing green wings was desperately trying to flee the scene of his latest heist. Stealing from the safe of a renowned philanthropist would be easy enough while wearing a specially designed exo-suit that could go up to Mach one and gave its wearer strength sufficient enough to bench press 3 tons. But of course fate had to be cruel to Adrian Toomes. After being caught selling his tech to terrorist he had been jailed, after being released he used one of his spare suits to commit crime as the villainous Vulture.

The vulture fired off several feather shaped blades from the wings of his suit, but his intended target was arguably more maneuverable than Toomes himself. The nimble figure gracefully dodged the attack before firing a thin string like substance at the Vulture who quickly swooped out of the path of the projectile.

"Hah! Did you really think something like that could stop me insect?!" Only too late did Toomes realize that the intended target was not himself but the building right behind him. The webbed figure (now falling in the air) pulled forward on the surprisingly durable substance and was propelled at an incredible speed towards the now frightened villain. The figure hit him head on (or in Toomes case his head had connected with both feet of his acrobatic adversary). Both figures plummeted to the buildings below before the Vulture landed (crashed) on top an air conditioning unit, damaging both the suit and its sinister user.

The figure gracefully landed on his feet after slowing himself with the same string-like substance he had used to down the Vulture. "How many times do I have to tell you buzzard brains, one: crime doesn't pay ("at least legally" he privately thought), and two: spiders are arachnids." "I thought you would have learned that the last I bashed you into the ground…hmm… maybe I didn't leave a good enough impression… heh heh heh." The shadowed figure began to chuckle in a rather dark tone, slowly stepping forward into the moonlight that now began to shine on the rooftop. The figure was of a smaller stature around 5'11 and had a slim yet muscular build. He wore a black and red suit, with what looked like a thin and compressed red pack on the parietal side of his uniform. He had strange and thin red gauntlets that emitted a faint orange glow from the circles on the back of his hands. The red portion of his suit had black web-like markings spread all around and two reflective black lenses were in place of the eyes on the mask, and last but not least a large black spider symbol on his chest.

Spiderman stood menacingly over the crumpled form of the Vulture. The fallen villain looked upon his punisher with eyes of pure fear. Suddenly Spiderman struck forward wrapping his left hand around the terrified villains throat to hoist him up before delivering a surge of bioelectricity directly into the villain. As Toomes began to gag and cough from lack of oxygen, he also started to spasm helplessly before the web-slinger reeled back his right fist. He then struck forward, delivering a powerful knock out punch. If the Vulture could feel anything after the surge from the hero's venom blast it would be the incredible pain of a broken nose. The old man crumpled to the ground blood spurting from his face. "Nighty night, asshole. Next time I'll put you six feet underground." Spidey's last comment was meant as a bluff, he had sworn many months ago that he would never take another human beings life unless there was absolutely no other alternative.

Suddenly the hero felt an intense tingling sensation emanate from the back of his head. His instincts took over as he dodged a fast moving net that snared the now motionless Vulture.

Suddenly several lights activated, bathing the entire area in a bright light. Spider-man momentarily raised his hand to block some of the light until he heard a voice over a megaphone. "Spider-man you are under arrest for destruction of property, assault and battery, an-"the man never finished as Spider-man took this moment to make his own speech, "And I here by declare the Special Crimes Unit a bunch of idiotic morons who seem to think that arresting the guy who did about 95% of their job is a good Idea." Spiderman then leapt into the air as soon as he felt the familiar tingling in the back of his neck, alerting him to two officers in heavy-duty swat armor who opened fire on the floor he had been standing on. "Seriously! I get like no respect from you so called cops!" The misunderstood hero proceeded to perform several acrobatic feats disarming and beating several of his attackers in a matter of seconds.

"Freaks like you belong in the Vault!" a female officer yelled before launching another capture net at Spiderman, however due to the vigilantes superhuman reflexes he easily avoided the incoming shot allowing it to hit another officers instead.

The female officer looked mortified before she was overwhelmed by pain as Spider-man struck her hard in the stomach (admittedly holding back for most of the cops) knocking the air from her lungs before she collapsed.

Spiderman quickly leapt from the building and fired a web, swinging to the adjacent building only to be met by another spotlight, this time coming from a S.C.U helicopter. Spiderman wasted no time in leaping onto the vehicle before ripping the door off its hinges much, to the shock of the pilots. E fired off several blasts of webbing, ensnaring one of the pilots and causing the second's hand to stick to the dashboard, leaving only one hand for him to pilot the Vehicle. Spiderman leapt off the Heli as one of its webbed pilots struggled to regain control of their now wildly spinning craft.

"Have a nice flight gentlemen." The webbed hero said rather sarcastically before launching another web and swinging away.

'I wonder if uncle Ben would be proud of me. He's probably rolling over in his grave about what I just did to those cops, but it's not my fault they're trying to stop me. I mean 'freaks like you belong in the Vault!', who was that lady kidding the Ultimates and the Fantastic Four have been fighting terrorists and mad men for almost a year, she didn't seem to mind them. Man This whole underappreciated thing is really starting to get to me, but while all those big shots are out there stopping super villains, who is looking out for the little guys? Them being around didn't stop that burglar from killing my uncle!' The memory alone was enough to make Spider-man or rather Peter Parker's stomach sick. He remembered that night seven months ago so clearly.

**Seven Months Earlier Parker Residence Queens**

"Peter wake up or you will be late!" Peter parker a 15 year old student at Midtown High School was 5'11 with messy brown hair and brown eyes, he slowly got out of bed and put on his glasses, although his vision was not terrible he definitely needed them to see long distance. "Great school..." the young man grumbled as he grudgingly got ready for school.

"Peter, don't you think that your lack of enthusiasm might spoil the entire trip for your classmates?" Peter barely heard the question from his beloved uncle. He was to tired from his little escapade to the abandoned warehouse he had been using ever since he was 13 years old.

Two years ago Peter had discovered something about himself, he was a mutant, and individual with an X-gene as described by Charles Xavier the foremost researcher on the study of Mutants. Peter had discovered that he had an innate ability to channel his body's own bioelectricity into powerful jolts that he could administer to an object that he was in touch with. He tried doing this several times in rapid succession, but only succeeded in rendering himself unconscious from the amount of energy he had expended.

He had yet to tell his Aunt May or his Uncle Ben about his powers. He was sure they would not reject him due to their long dislike of prejudice. He just didn't want them to freak out over the fact he had been secretly sneaking it behind their backs all this time.

Uncle Ben had apparently been annoyed by Peter's lack of a response, "Peter are you listening?" "Yeah, but no one else is interested in going to Oscorp's labs except me and the science geeks. I mean even Harry is pretty pessimistic about going." Harry Osborn Peter's best friend since middle school hated it when he had to set foot in his father's company. Ever since the death of his mother in a lab accident he and his Father Norman Osborn had become very distant with each other. Peter knew the feeling of losing a loved one when his own parents died in that same accident.

"Look, just try to have some fun ok kiddo?" "All right I'll try." Little did he know that day his life would change forever.


	2. Chapter 2: The Day Everything Changed

**Yay! On my second chapter for my spider man fanfic enjoy**

**I do not own any characters; all right belong to their respective owners and Marvel Comics. **

**Ultimate Spider-Man Reboot **

**Chapter 2**

* * *

**The Day Everything Changed**

Peter got off the bus that had taken them from Midtown high to the Oscorp labs, he sighed as he looked up at one of the most famous scientific buildings on the planet, on par with Stark Industries and the Baxter Building Institute. Peter began to walk towards the building when he was suddenly pulled into a headlock by a blonde haired jock, it was none other than Flash Thompson the high school's star quarterback.

"What's up Puny Parker?" he exclaimed as the headlock turned friendly, "Jeez Flash people are going to think that your bullying people with how you greet them even if your good friends." This voice of criticism came from Flashes girlfriend Liz Allen.

"Ah come on he knows I'm playing, right buddy." Peter let out a small laugh after Flash released him, "Yeah, but it wouldn't kill you to hold back a little." "Yeah the last thing the football team needs is you suspended for accidentally suffocating your friend." All three high schoolers looked over to see Harry Osborn =, a young man of about peters height (a little taller though) with brown combed hair and green eyes. "Yeah that would be a pretty lame reason" Flash responded. All four friends shared a laugh as they walked in.

Each one of the friends had one thing in common loss of loved ones. Flash use to be the middle school bully to both Harry and Peter alike, but after learning of the accident that had taken both boy's families from them he backed off. This was due to the fact that Flash had lost his mother in a car crash with a drunk driver when he was ten, later he apologized for his behavior and the three reconciled their differences. Liz's father left her mother before she was born and her older sister died from a drug overdose about a year ago. Each one of the friends had made the most of their situations and pulled through it, but that was what tied them together the pain of loss.

If it wasn't for the accident that had claimed his parent's lives Peter would have been thrilled by the chance to visit the labs, but today he could not shake a small feeling of foreboding that seemed to emanated off the building.

"All students please enter the building and stay together." The words spoken by professor Francis Warren urged the large group of students into the facility.

Before Peter could enter the building he was stooped by Professor Warren himself Harry, Liz, and Flash all looked towards the Professor but Warren told them to go inside, peter motioned that it was okay and all three headed into the Building. "Is there something wrong professor?" Peter asked curious as to why he had been singled out, "Peter I know about the accident that happened here and I wanted to know if your okay with going inside the lab." "I'm fine sir, I got over it a long time ago."

"You know this is also where my brother was at the time of the accident." This caught Peter's attention, "Really? What happened to him?" At Peter's urging Warren told him as they proceeded into Oscorp's lab areas at the back of the class. "His name was Miles, he worked with your parents quite closely, but after the accident he went missing. I haven't heard from him in over 4 years.'' "So he went missing right after the experiment failed, why?" "I don't know, after the accident at the labs he became very.." the professor paused for a second trying to find the word that would best fir his needs, "odd, very odd." Peter could tell that his prying was beginning to bring up bad memories so e left it at that and regrouped with his friends.

The group entered into a large and spacious part of the lab filled with different computers and tanks filled with different animals and experiments. But while the students were all wowed with the high tech machines and scenes around them none noticed the worried look of several scientist near the edge of the room.

* * *

"How did it get out of its tank?" an older scientist asked his colleagues, clearly afraid.

"Dr. Smythe, please calm down! We can scare any of the kids here on the trip. The spider must have escaped when the black out occurred about an hour ago, everyone was in such a hurry to get things back online for the visit that we didn't have time to check all the tanks."

"Dr. Morbius I understand you reasoning but shouldn't we try to evacuate the students? We can make up some excuse about private experiments going on, maybe we can take them to the second bio lab with the experimental eels, that might give us time."

"That just might work Mrs. Sasha!" Smythe said praising the woman for her quick thinking. "You Take them into the second lab and keep them occupied well look for the spider."

With that the doctor dismissed both Morbius and Sasha to create a slight detour leading the students into the next room.

* * *

Peter day finally seemed to be brightening as they stepped into the secondary Lab. This room was filled with different species of animals all in different containers. One container held a large amount of electric eels except these ones seem to be much larger and longer in length. The second tank held a large collection of reptiles ranging from small lizards to a full-blown Komodo dragon. A smaller container held a small pack of rats with one being spate from the others in what looked like a miniature cage. It was significantly larger than the other ones, why it was separate Peter could not say.

"Please everyone if you would be so kind as to direct your attention towards some of our Cross species test subjects, each individual organism is a different breed from the next, but we have been selectively splicing their DNA with those of other animals and of course their own species. Dr. Connors is very excited about the new processes we have developed, now are their any questions relating to the test subjects."

As several people raised their hands Mrs. Sasha began to answer their questions one by one. While this was happening one of the scientist from the previous labs walked through the doors carrying a tray of beakers, unbeknownst to the newcomer was that he had left the lab doors open a bit to long and a large spider colored black and red began crawling towards the group of students. In particular the spider seemed drawn to one student in particularly, a short teenager with brown hair.

The spider began to crawl up the unsuspecting boys pants and onto his arm. Peter felt a strange pressure on his right arm, he looked down and to his horror was a gigantic spider resting on his hand, the moment the spider bit into his hand he let a cry pain. All the students turned to see Peter grasping his right as the spider began to scamper into the crowd, everybody began to shriek and scatter as the spider began to advance on them. Flash and another student, Kong, began to try and stomp on it, but the nimble spider was only pushed away from the crowd back towards Peter. After noticing the now cornered spider right at his feat, Peter slammed his foot down upon the accursed specimen that had caused him such pain. The spider was surprisingly tough, not dying under Peter's foot, until the boy released a subtle blast of bioelectricity in to the creature making it explode.

Most students let out sighs and cries of relief, but for three students (Harry, flash and Liz) the problem hadn't ended as their friend was still clutching his hand, sweating profusely and looking pretty pasty.

"Pete are you ok?!" Harry asked concern evident in his voice. Peter could barely hear any sound before he looked at his hand and saw that most of his visible veins were now black and red. The last thing peter saw before blacking out was professor Warren calling out for some doctors.

* * *

**End of chapter 2**


	3. Chapter 3: Discovery

**I do not own any characters; all right belong to their respective owners and Marvel Comics. **

**Ultimate Spider-Man Reboot **

**Chapter 3 **

**Discovery**

* * *

Peter awoke to the sound of a heart monitor steadily beeping. As he opened his eyes the bright lights of the ER greeted him. "Wha-?" "Doctor he's awake!" a voice (female, by the high pitch) said. Peter looked towards the direction of the voice and saw a young nurse and African American doctor entered the room. "How are you feeling?" the doctor asked while checking a sheet which Peter assumed had his medical history and vitals on it. "You were really lucky, your immune system was able to handle and eliminate most of the toxins from the spider's venom. The after affects really got you though, you were in a coma for a week, we were afraid there might be some brain damage, but luckily there was none." "Wait! I was out for a whole Weak?" "Yes, we contacted your family but it might take them some time for the to get here."

* * *

**1 hour later**

"Peter!" his aunt May cried out as she hugged the still recovering boy. "We heard what happened, how are you feeling? Do you have a fever? Are they feeding you right? When was the last time you ate?" The questions spewed out of May's mouth faster than peter could actually hear them so they sounded all jumbled together.

"May! The boy has just recovered, give him some air!" his uncle came to his rescue by prying May off of Peter with some effort.

"The doctors say that you will be discharged tonight, right after we fill out the insurance forms." Ben informed Peter, "But Uncle Ben we can't afford that!" "Don't worry Harry's father's company is taking care of the cost. They figure since it was their experiment that caused the accident, they should take responsibility for the cost of the medical bills." "Well that a big chunk off my mind."

* * *

**3 Days later**

Peter had been discharged from the hospital two days ago and he had discovered some surprising things. Whatever the spider had injected him with seemed to alter his body in different ways. His muscles had become more defined, his reflexes were at least 15 times faster than a human's, and he found he had the ability to cling to the walls. He began to test his new abilities in the abandoned warehouse. His strength was sufficient enough to lift a rusted truck and hurl it 25 meters, and that was holding back a little (he didn't want to throw the truck outside of the warehouse, that would attract attention). His original mutant ability also seemed to have been amplified, where before he could only release a few large powered bioelectric blasts a day, he could now distribute an unspecified amount as he had already released over two dozen blasts on a used car (one of many in the warehouse).

One of the scariest and admittedly harder to control abilities were his talons. After the accident he had found that each digit on his hands now contained a single extendable two-inch talon that was strong enough to leave deep scars in the concrete blocks that surrounded the building. The hard part was keeping them a secret, as they tended to pop out when he felt threatened or agitated. He had a pretty close call when his aunt and uncle opened his bedroom door without permission, this had startled him into releasing them, however he was able to hide them behind his pillow before they could notice.

Other than Peter's new mutations, his life was pretty normal. Except for the money issues his family was still facing. Peter was out looking for jobs to help get quick money to his family but with jobs being scarce he could find none.

* * *

Harry Osborn sat in the middle of his living room watching TV; the news was playing describing how the Mutant nation of Genosha had been handed over to the former mutant terrorist/activist Magneto as a peace offering as well as to allow a safe haven for mutants. Harry's attention was stolen when the door to his family's pent house opened revealing the young man's father, the wealthy industrial Norman Osborn.

"Hey dad, why are you home so early?" Harry asked surprised by his father being home so soon when he usually took all night for him to get off work. "I came home to organize some files, but I'll have to go back in to the office later." He quickly walked past Harry but he did stop before entering his office, noticing his son's disappointed frown. "But… it might be a good idea to have dinner first." Harry's mood immediately brightened after hearing this, "Ill go get the Chefs to make something."

* * *

"So I was wondering if there were any positions opening up at the company." Harry asked his father while they were seated across from each other at a large oak table.

"As a matter of fact there is an internship positions for the labs that we have been trying to fill. Why did you ask?" Norman was curious as to why his son had suddenly taken an interest in the companies hiring needs; he was already guaranteed the position of a CEO when Norman retired.

"Well Pete's been looking for a job to help support his family, so I was curious to know if I could offer him the position." "Well he'd have to submit and application, but he so young for such a position…." Harry decided to throw out his final card to convince his dad, "He was almost accepted into the Baxter Institute."

This came as a shock, Norman had known Peter ever since he was a little boy and sure he was smart but the Baxter Institute!? Only one in a hundred thousand scientist were even considered few were sent application to join and even fewer even got in. "Really? Why didn't he get in?" "He lost out to this other kid who was offered the spot too, Amadea… Amato.. Argh I can't remember his name! Anyway he only lost it because that guy had some new revolutionary new theory or something." "Hmm.." Norman considered the offer, he was more than happy to give the job to Peter, but he had to look over all the other applicants. "Tell you what, Ill give you the application to give to Peter and I'll look it over, I can't guarantee hell get the job but I will give him a fair shot." " Thanks Dad!"

* * *

**The Next Morning**

"You are serious! You got me an application!?" Peter could not voice his relief at the news Harry had given him. "Yeah but you've got the same chance as everybody else so don't go flaunting it around ok." "Thanks man just the chance I need."

* * *

**2 Weeks later, Oscorp's Lab**

"Parker where is that genetic material?" "Right to left Dr. Smythe." It was Peters second week working at Oscorp and already he had grown accustomed to the routine. This, however, did not take away from the excitement that he felt from having access to so many different types of technological wonders. He was earning a 4 figure salary at the end of each month, each week he worked would help to release his family from the prison known as debt.

After work Peter went to his abandoned warehouse where he continued to experiment with his powers. By using samples and materials he had taken from Oscorp (covertly) he found that his claws could cut through steel, but could only scratch materials harder than that. He continued to test his speed and agility by leaping up into the air and performing several acrobatic feats before sticking to the walls and leaping off them in rapid succession. "Man I could really get use to these knew powers who knows what I could do."

Peter arrived home later than he had hoped; having been enthralled in honing his knew powers. "So your knew job runs this late huh?" Peter cringed slightly as these words left his uncles mouth. Said man proceeded to turn on the light next to the arm chair he was sitting in, a frown of disappointment on his face.

"I asked you to be home around 10:00, it s 1:00 in the morning and you didn't even bother to call, do you know how worried we were?" "Hey I'm sorry I was late ok! What's with the sense of urgency and concern?" His uncle proceeded to toss him a newspaper with the headlines: **Escaped convict, 4 guards dead.**

"What you think I would be in danger?" Uncle Ben gave a serious glare. "It doesn't matter I have a responsibility to make sure that you are safe." Peter was beginning to tire of this situation and responded with more anger than he should of "Yeah, well I never asked you to look after me!" "No, but your father did." At that comment Peter stormed off to his room, it was an unspoken rule that no one mention Peter's parents in their house as he was still sore over it, from a stranger he could bare it but coming from his father's own brother was to much for Peter to stomach.

* * *

**Roosevelt Airport 7 am**

The private jet landed on the runway and docked with the boarding bridge allowing the passengers to exit into the lounge. Said lounge was also filled with reporters and cameramen taking photos of one of the biggest stars on television, Sergei Kravinoff A.K.A. Kraven the Hunter. He was a large man standing 6'4 with a muscular build wearing a lion skin vest with military fatigues and combat boots, he also wore a necklace made fro teeth of multiple animals.

All the reporters swarmed around Kraven, but he merely brushed by them not bothering to answer or comment on why he was visiting the big apple. After pushing through the mass of Paparazzi, Kraven enter the limo that was outside waiting for him. It drove off down the highway taking him to his private mansion in the city. He was greeted by several of his servants who welcomed him to New York.

Kraven sat down in one of his many arm chairs, this one with a black bear sown into it. He picked up a newspaper with more news on the escaped convict. "Bah, if man was skilled enough to best four guards he should use that skill to be more than a common criminal." Sergei Kravinoff lived by a certain moral code; the strong do not hunt the weak. Kraven only hunted beasts that were stronger and faster than him. For him it was not just a sport, but also a lifelong test. He would continue to push his limits until his end. Unfortunately, that was also his fear, his death. Kraven was no coward and would gladly face death in the eyes merely for the thrill, but if he did die who would carry on his legacy, what would stop it from fading into a memory. He never bore an heir, as his life style was no way to raise a child. Kraven stopped his musings when a servant informed him of a phone call meant for him. Kraven sighed readying himself for who ever else was on the line.

* * *

**Meanwhile**

Caradeen stood across the street from his intended target an old house adjacent to several other ones. He had scoped it out two days after escaping from prison, he needed to make quick cash and soon. Escaping from prison was tough, he had to sharpen a shiv out of an old pipe that was left out in the prison yard. Killing one guard was all he really needed to do but when the other three showed up near the prison gate he had to shoot them he couldn't stay in that hell any longer.

Caradeen quickly checked the ammo clip of the handgun he had swiped off the guard he killed. He had six shot left that should be enough to frighten the owners of the house into giving him their possessions. He saw the old man enter the house and Caradeen took this as the chance to break in before the man fully shut the door he barged in slamming the older fellow into the ground, an elderly women about the same age as the man walked in after hearing the noise "Ben!" she screamed in concerned for the old man apparently named Ben. "Listen no one needs to get hurt if you give all the money in your wallet and purse, and any jewelry you got on you!" the burglar listed out his demands to the terrified May as Ben still struggled to break free from the mans grasp. "Stop squirming or I will shoot you! And you!" he shouts glaring at May, "Get moving!" with no other choice May began to empty out her purse.

* * *

**Meanwhile**

Peter was walking home from Oscorp labs, tired from the events that had transpired. As he approached the street of his house he heard a loud pop noise that echoed down the streets. Peter looked to find the source of the noise and noticed that his house's front door was open. A sense of dread rushed over him as he saw a man dash out of his house and down the street.

Peter rushed in out his house to meet a scene out of his worst nightmares, his uncle laying on floor in a puddle of blood his aunt crying over his still form. "May call the police and an ambulance! Right Now!" Peter shouted these commands at her as he sprinted out the door. Rage filled his being as he bulleted down the street seeing the man go left. He followed suit and although the man had a large lead on him, Peter's new powers allowed to keep right behind him.

He finally chased the murder towards the docks, right wear his old warehouse was. Caradeen was baffled on how a puny teenager had caught up to him so fast it wouldn't matter as he drew out his gun. Peter felt an unnatural tingle in the back of his head, although new to him he understood that Caradeen was going to do something bad, Caradeen whirled around pointing his gun and fired. The Bullet whizzed though Peter's arm. Luckily the boy's new reflexes allowed him to dodge most of the bullet, instead settling with a deep graze across his upper arm spilling a decent amount of blood. The boys boiling lust for this man's blood drowned any pain Peter would have felt. Using his new powers he leapt forward and tackled the armed murderer, pinning him to the ground; Peter took the opportunity to snap the man's hand freeing the gun from his grip. Caradeen screamed in pain but was quickly silenced as the super strong punches of the boy wailed on his face breaking parts of his skull with each punch.

Peter stopped his punching only grab the man by his head to administer a full blast of his bioelectric powers. As Caradeen began to seize and spasm in the boy's grip, Peter was suddenly kicked back by what felt like speeding car. Peter flew for a bout two meters before landing painfully on his back.

"What the hell are you doing you foolish boy!? The strong don't hunt the weak!" Peter looked up at the speaker of these words (spoken in a slight Russian accent) and saw the famous Sergei Kravinoff standing in front of him. Instead of thinking about why the celebrity was here Peter just lunged at him while screaming, "That bastard just killed my uncle and he's going to pay." Kraven was obviously surprised at the boy's speed and strength as he tackled the mountain of a man to the ground. Before Peter could throw a punch Kraven used his superior knowledge of combat to flip the boy off him and pinning him with his arm behind his back almost breaking it. "Argh!' Peter tried to break free, but the trained hunter knew how to keep his prey down. "If he is a murder he will face justice by the police! Don't become what he is just for the satisfaction of revenge! Believe me, it is nothing but a hollow reward." As Kraven spoke these words a police cruiser pulled up towards the docks as witnesses had informed them of a suspicious man running towards the area.

"This is the Police hands up and nobody move!" Kraven raised his hands in surrender and instructed Peter to due the same, which he reluctantly did.

* * *

**A few hours later, N.Y.C. Police Department**

"Alright Mr. Parker thank you for your statement, I am sorry for your loss." Peter got up and left the questioning room. He was originally arrested alongside Kraven and Caradeen, although the latter was sent to the critical care rooms after the beating Peter had handed him. As police officers walked past him he saw his aunt May being comforted by her good friend Anna Watson. Peter began to approach them but he was stopped by none other than Kraven.

Peter glared at the man who just seemed to brush it off. "I know that you hate me for interfering, but you have to understand, one more second and you would have been no better than the man you tried to kill. And for the record I know what you are, peter Parker."

Peter stared at him in shock, was Kraven going to tell his family and the police that he was a mutant, his aunts reaction would probably anger that her nephew had kept this a secret (she would have taken it as a sign of distrust towards her and Ben), and if the police found out that he was a mutant they could arrest him for assault. There was still a huge amount of prejudice against mutants and he was sure some cops would love to lock him up. "Meet me at my penthouse, we will talk more." With that he handed him a card and walked away. Peter looked down at the card, written on it was an address, which Peter assumed was for Kraven's mansion. He was about to finally speak to his aunt but fate seemed to like throwing obstacles in his way, this time it was in the form of a Young woman with orange hair tied in a ponytail wearing slacks and a trench coat.

"Mr. Parker?"

"Yeah?" Peter asked wary of this new person.

"My name is officer Jean DeWolffe, I would like to express my condolences for the death of your uncle." "Yeah, one of the other officers already gave me the speech." Peter responded with a bit of venom in his voice. Her response however was different from what he expected. "This is not coming from a pre-rehearsed department speech, this is coming from someone who has lost their husband, a great man, to another punk with a gun. I know how loss feels, if you ever need someone to talk to your looking at her. Now go make sure your aunts ok." With that officer Dewolffe walked away. Peter looked at her retreating form before he looked back to his distraught aunt.

As soon as May saw Peter she immediately leapt towards him embracing him in a hug which he gladly returned as both started to cry. Their family was a member short, but it felt as if it was totally destroyed. With this in mind Peter resolved to protect the rest of the family he had left.

* * *

**End of Chapter 3**


	4. Chapter 4: A Convincing Offer

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners. **

**Ill be trying to get to the main story after this chapter, I had to go through the origin stuff, Yada-Yada character development.**

**Chapter 4**

**A Convincing Offer**

* * *

Peter was leaving the doors of Oscorp's lab thinking on what he should do. A week had passed since the death of his Uncle. The funeral had been depressing, many a surprising amount of people showed up for the event than Peter had believed would. Of course his friends Harry, Liz, Flash and even Harry's father Norman (to Peter's shock). A man Peter didn't recognize was also present but he left after the final prayers were said.

Peter's thoughts weren't on the funeral however. His mind was on what Kraven had told him last week. _"I know what you are."_ He couldn't have known about the incident at Oscorp could he? And even if he didn't know about that, the fact he might know he was mutant was bad enough. Peter felt like he was being black mailed into his position. He arrived at Kraven's mansion, a large 3 story building in the middle of a surprisingly forested area of the city. Peter pressed the gates intercom and waited for someone to answer. Eventually a servant answered, "I'm here to see Sergei Kravinoff." Peter responded to the servant.

"Master Kravinoff is not taking visitors, leave." Peter started to become irritated from that answer. "Peter Parker to see Kraven, Please!" he said the last word with great content evident in his voice. There was a pause on the other side of the intercom until the servant answered, "Enter."

The gate immediately swung open and Peter entered. As he approached the tall oak door of the mansion, another servant who quickly ushered him inside opened it. "Master Kravinoff is waiting on the third floor!" The servant then guided Peter to said floor where he was shown to a large door. The servant then quickly left, leaving Peter alone in the large hallway. Peter opened the door and walked inside a massive room. The place looked like a combination of a hunter's trophy room (filled with mounted heads and furs of bears, lions, tigers, alligators and etc.) as well as a library (filled with more books than Peter's school had), and a historical weapons and artifact museum (the place was lined with both traditional and modern tools for hunting, ranging from old machetes and African spears, to modern longbows and hunting rifles).

As Peter stood in awe of the room's decorations he noticed a familiar tingling sensation in the back of his head. He quickly leapt into the air clinging to the wall on the opposite sides of the room, he noticed three small and dangerous throwing knives pinned into the carpet where he once stood. Peter's senses when off again as he dodged and old spear, followed by a bola. He heard the twang of a bow and quickly reeled around and caught the arrow by its shaft; the tip was inches away from Peters face.

"I'm glad to see my intuition has not dulled with my age." Peter turned to see Sergei Kravinoff standing by a columned arch and old bow in his left hand. "If you were an average man you would have been dead 3 times over. But then again people like me and you are not ordinary men, are we Peter Parker?" he said these words with both pride and a hidden amount of contempt, whether this was directed at Kraven or Peter he could not tell.

"Ok I came here like you asked, what do you want from me." Kraven watched him carefully before speaking, "The man who killed your uncle is dead. He died last night from the injuries you inflicted on him." With this news a huge wave of emotions flooded Peter's mind, a sense of joy at the thought that the son of a bitch that killed his uncle was dead, and disgust at himself for being responsible. Kraven seemed to notice his emotionally torn conscious and spoke, "You should sit down." "I'm fine standing." Peter replied but by the sound of his voice it was plain to see it was a lie. Kraven walked over to Peter and pushed him down onto an armchair. "I said sit, you look like little girl who is about to faint. I know what you are thinking."

Peter looked up at the man, seeing this Kraven continued to speak, "I have done many things that most men would be disgusted at, and it took me years to see the error and hubris of my ways. I have killed many times before and although I have felt little regret in these actions I now know it was wrong. You and I are both different and similar. You have a conscience at an age in which I did not have one. You feel pride at having vengeance fulfilled, and disgust as it has now shamed your uncle's memory. " Kraven's word hit Peter hard as he realized the truth of his own actions. He had killed that man, Caradeen in cold blood, his actions and rage, his thirst for retribution had lead him to become a killer like that scumbag had been. Peter could imagine that uncle Ben was rolling over in his grave now, and that thought lone was almost unbearable to Peter.

"The that man's blood will be on your hands forever, but that does not mean you are lost from a better path, much like me. I was fortunate enough to be saved from the monster I would become by a dear friend. And now I believe fate would have me do the same for you." Peter looked up at the man confused by what he was saying. "What do you mean?"

"Last week I saw a boy who was giving into rage, with the strength and power you have you do so much more, you have a responsibility to do more. " Peter looked at the man incredulously, "What like become a superhero? Like the Ultimate Avengers? What good would that do, it didn't stop Caradeen from shooting my uncle!" Kraven seemed to have expected the boy's response, as he quickly replied, "Not like those ones, they are true heroes, however they live a life were danger threatens all life not individuals. You could do what they can't protect the weak from the scum that walks your streets everyday, protecting victims from the common criminals."

Peter though this over for a moment, "So you are suggesting I use my powers to fight crime as a standard vigilante, like that Red Devil people in Hell's Kitchen are always so scared of?' Kraven nodded" You may not be able to save everyone, but you could make a difference to not only this city but to yourself." Peter was at a loss for words. Him? A hero? He had just committed murder essentially, and now he was supposed to be someone went out and fought super villains.

"Don't decide now." Kraven interrupted his train of thought with his words. "If you decide to take up my offer come back here and I will train you." With those closing words a servant opened the door and let Peter out leaving Kraven behind. As the door to his study closed Kraven phone rang. He picked it up an answered to hear a deep African voice speak from the other line, "How are you doing my friend, I see you made quite the impression visiting New York City." "I did much to my annoyance, as for how I'm doing, I seem to be walking in your foot steps T'challa." "Really? How so?" the man identified as T'challa asked. "I have found a young man who has fallen onto a violent path. I'm trying to make sure he doesn't become what I was when we met." "You are trying to keep him on the path of the righteous. It is good to see you helping people, tell me what has you son interested in this young man." Kraven answered honestly "I believe he may be a mutant or possibly a metahuman, he was stronger and faster than me, he lacks experience though, but with my help I can make him into someone who can make a difference." There was a pause on the other line until T'chala answered, "Is the boy okay with this?" "I will not force him into anything he does not want." "I see good luck my friend if there is anything I can do, let me know." "I will, and thank you."

* * *

Peter walked down the street away from Kraven's mansion lost in thought. He had all the power to make a difference in his city, but should he really take on that type of responsibility. His uncle always told him that with great power came great responsibility, was that what Peter should do, become a hero?

Peter was brought out of his thoughts when he heard loud voices coming from an alley. As he approached the ally it seemed as if the voices were arguing.

"Katie I don't want you seeing that guy again." This voice was coming from a larger man with a snake tattoo on his left shoulder, he was currently pinning a woman (about his age) wear black pants and a halter top up against a wall. "Het you can't decide my life Andy!" "Dammit Katie", unbeknownst to the quarrelling couple a small group of five men wearing hoodies were approaching them. The couple only noticed too late when they were completely surrounded.

The apparent leader of the group spoke up while pulling out a gun and pointing it at the man, "Give us all your money and the same with the girl, you make any funny moves and we shoot ya." The other members of the crooks pooled out their own weapons, a pipe, chain, knife, and brass knuckles. The terrified group was about o comply when one of the goons spoke out, "Hey they have seen our faces we should just kill em and then take the valuables." The others all agreed. "Yeah but lets have some fun with the girl first." The man spoke while wearing a lecherous grin, eyeing the girl now cowering behind the man named Andy. "I don't see why not." The leader said while raising his gun to fire.

Before he could pull the trigger a fist met him to his face, courtesy of Peter. With the crunching noise that emanated from the impact of Peter's face, he assumed the man he just punched had several of his facial bones were broken. The others were at first shocked but quickly recovered during their leader's plummet to the ground.

"You son of a bit-" the criminal with the brass knuckle tried to hit Peter with his metal clad fist but was easily dodged and treated to an unhealthy dose of a bioelectric blast. The man flew about a meter before crashing into some trashcans. The guys with the knife and pipe lunged at Peter, however they weren't expecting the kid's claws to pop out and sliced there weapons apart. Peter followed his counter by kneeing one thug in the stomach and slashing another man across the chest (he made sure it was a shallow cut). The last thug with a metal pipe attempted to run but Peter gave chase leaping on top of him and sending an electric current down his back. The couple was left speech less and Peter didn't wait around for them to say anything, he leapt onto the wall of the nearest building and booked (by crawling) it.

Peter finally stopped leaping and crawling on buildings after about 5 blocks. After he finally collected his thoughts, he started to think about what he had just done, he had probably just crippled five people, but he saved a couple from death, and the girl from a fate considerably worser. Maybe kraven was right maybe he could make a difference. He quickly shook his head he wouldn't get pulled into some fantasy; he would not be drawn into the glamour of being a hero. Peter leapt from the roof and landed in a deserted alleyway and began his long walk home.

* * *

**Midtown High, Next Day**

"So did you hear about that famous hunter being in the city?" Liz asked her friends while they sat in the cafeteria. "Yeah, that Kraven the hunter guy right? Why would he come to New York, we really have nothing to hunt." Flash responded to Liz's question. "Maybe he's hear hunt the most dangerous game, _MAN_!" harry said rather dramatically, receiving a laugh from both Liz and Flash, but Peter sat quiet in thought. His lack of a response to Harry's joke troubled his friends. "Hey Pete are you ok?" harry asked his best friend. "Huh? Oh no…I was just thinking about something, that's all." "Is it about your uncle?" Liz asked cautiously as she and the others new they were on thin ice. "I do miss him, but that's not it. I'm just worried about something it ain't so serious so don't worry about it." His friends let his slightly odd behavior slide as they began to chat again with Peter making sure to jump into the conversation as not to worry them any further.

Peter turned his head to look around the lunchroom, seeing the dozens of people eating and talking to each other. However something caught Peter's attention in the form of a conversation he heard thanks to his enhanced hearing. "Hey where's that Michael kid?" "You mean the one that gets bullied by Kong all the time, I don't know he was absent from class yesterday and last Friday, maybe he's sick." "Isn't his friend Eric out to, I heard he was picked on to." This conversation made Peter a little nervous for some reason. He then felt a tingle in the back of his head and he knew something bad was going to happen. He jerked his head to the lunch room door only to see them being kicked in by two men wearing all black with hoods covering their heads, they're faces covered by paintball helmets with skulls painted on the face plate.

Both men were carrying guns, one held a 12-gauge shotgun; the other held a mark 42-assault rifle. Both opened fire on the crowd of people. Whoever they were they weren't professionals as their aim was lousy shooting and blasting tables. But the fear the students felt was more then understandable.

Everyone ran from the cafeteria in a panic as the shooters slowly walked out into the hallways. Flash, Harry and Liz were still grouped together as they ran into the nearest classroom they could find Liz immediately called 911 on her cell. Only after the three had calmed down did they realize that Peter was not among them.

* * *

Peter had been separated from his friends during the commotion in the lunchroom and was now desperately looking for the shooter; with his powers he could stop the attackers by himself before they killed someone. Peter scoured the hallways he looking for the shooters. He finally found the one with the shotgun heading for a room that appeared to be locked.

The assailant aimed his gun at the door but before being able to fire a shot peter launched himself at the gunmen. He tackled him to the ground giving solid punches to the masked man before delivering a finishing blow with his bioelectric shock. He removed the man's jacket as it had a hood. He put on the hood to make sure no one could see his face; he didn't need anyone else to know he had powers.

Peter raced down the hallway looking for the second shooter. He heard several gunshots come from the hallway around the corner. He raced around to see a broken door with bullet wholes in the hinges. Another gunshot went off and peter ran to the door seeing a sight just as awful as the night his uncle had been shot; flash stood in front of Liz with a red spot slowly forming near his stomach. The boy crumpled to his knees being stopped from completely collapsing by a now sobbing Liz and an enraged Harry. The second gunmen raised his gun but Peter felt his rage boil over just like it had with Caradeen.

The super powered teen leapt from his position at the door with enraged cry of anger. He tackled the poor shooter through the window with the force of a speeding car. They landed outside the window near the side of the school. Peter wasted no time in thrashing the shooter; the blows fractured the helmet he wore in no time. The shooter tried to raise his gun but peter slashed his wrist open with his talons causing the attacker to scream in agony. The blow to the head didn't help his position either, Peter finally beat him unconscious by slamming the man head first into a dumpster leaving quite a large dent. The enraged teen was about to send a lethal dose of his bioelectric powers through the man's body but stopped when he heard the police and ambulance sirens wailing outside of the school. He dropped the attacker on the ground and quickly removed the hooded jacket he wore, throwing into the dumpster.

Peter quickly ran to the front of the school in time to see the EMTs transporting both the first shooter and Flash into the ambulance. He saw both Harry and Liz speaking to the officers, tears streaming down their faces. Peter sprinted over to them to make sure Flash was going to live.

* * *

**Hospital, Three Hours Later**

"The doctors say he will live but he is currently in a coma." The nurse reported this news to the both relieved and horrified trio of friends. "Please he can't be in a coma! Isn't there anything you could do!?" Liz asked completely mortified at what had become of her boyfriend. "I'm sorry but he'll have to awaken on his own." With these words the nurse left to attend several other patients. The three friends stood there frozen in shock until peter dashed out of the hospital aiming for one destination.

* * *

**Kraven's Mansion**

Kraven went to answer his door, which at the moment was being pounded so hard you could start to see cracks form on the other side. Kraven answered the door surprised to see peter at his door so soon he thought for sure the boy wouldn't be back for sometime. "Peter are you here about…" "I want you to train me! I want to be able to save as many people as I can." Kraven was truly stunned at the boy's quick response to his offer, but he could see the unyielding fire of determination blazing in the young man's eyes. "I give you my word, I, Sergei Kravinoff, will make you into a force to be reckoned with."

And with that he outstretched his hand to his new apprentice a hand that Peter readily shook as a sign of their deal.

* * *

**End of Chapter 4**


	5. Chapter 5:Training the Arachnid

**Hello thank you to all those who have read my story and special thanks to the first reviewer Harbinger of Kaos, Thank you man! After this chapter I'll be trying to get to the real beef of the story. **

**As a bonus here is a picture of Spidey in his suit: . **

**Chapter 5**

**Training the Arachnid**

* * *

Peter dodged several arrows fires from the tarps Kraven had set up in his underground hunting area. It was essentially a large forest that was built right under Kraven's mansion. It was where Kraven trained himself to keep his kills in peek performance. Peter's training was by no means smooth. Kraven held nothing back in training him, if the foes Peter would face wouldn't show him any mercy then why should Kraven in his training. He had Peter dodged and fight through numerous traps while trying to avoid detection by Kraven, if Kraven was able to corner Peter, the teen would have to viciously fight his way out. Kraven told him to be as brutal and merciless as he could be against him, but he also emphasized to hold back his strength when dealing with the common thugs.

With each battle Peter was getting stronger and more experienced making him more deadly than he was at the beginning. Kraven was going at him full force wielding knives, spears, and any weapon he could handle to hone Peter's skill. Peter would jump, slash, kick and punch though Kravens attacks and defenses landing several blows, but for every blow that Peter dealt; Kraven dealt three-fold. By the end of the fifth training session (as this had been going fro about 2 weeks, with Peter already starting his vigilante routines) the young hero-in-training was covered in cuts and bruises. An extra bonus his powers gave him aside from enhanced durability and stamina; was he had a weak version of a healing factor. Most of his cuts had stopped bleeding; by tomorrow morning he would have only faint scars that would be barely visible.

Kraven finally spoke after they had recovered from their life-threatening workout. "Your instincts and fighting skills are improving with each practice. Soon you will put even my skills to shame."

"Thanks, but my nighttime patrols are starting to become a little more dangerous, last night my hood was nearly shot off by some asshole." Kraven seemed to think about this for a second, "Maybe we should get you a costume."

Peter gave Kraven an 'are you serious' look. "Before you say anything listen, you will wear this to help inspire fear in your enemies, and you wear the mask to protect those close to you from the danger you bring." "What about you? You don't exactly where a mask." Kraven gave him a quick answer. "You where a mask to protect those close to you as they will not be able to defend themselves the way you can. My family is all but dead, only my brother is alive an he walks a path far different from mine." Peter suddenly felt bad about his prying into Kraven's personal life if it brought painful memories.

"Hey Kraven, I'm sorry I didn't..." Kraven cut him off, "Bah! Do not apologize my family was complicated enough; you need not worry of about my family. But if you are going to truly strike fear into your enemies we need to give you a symbol. I think what would fit you most would be the spider." Peter gave him a questioning look. " Why a spider, I'm mean I know I can cling to walls, but only so many people have arachnophobia." "True but you fight with both body and mind, you are clever. In our training you lured me into two of my own traps and used I to your advantage. You are like the trickster, Anasi; you fool your enemies and use their weakness to defeat them. The spider shall be your symbol, you will need a suit to wear in battle." Peter thought this over and finally seemed to settle on an answer.

"I've got an Idea, leave the costume to me."

* * *

**Oscorp Labs, The Next Day**

"Dr. Smythe, did you take any more of the industrial fluids from the equipment room?' this question was asked by Dr. Michael Morbius as he entered the lab room which Smythe was currently working in. Said man was busy looking at a DNA sample under a microscope and without looking up answered the man's question. "No, I didn't. Why do you ask?" Morbius paused for a moment before answering, "It's just that an entire case of the stuff is missing from the room and no one else has access to it but you and me. " With this new information added to the conversation Smythe looked up from his microscope and said, "Show me."

Both men entered the lab room that contained the construction fluid, and true enough an entire case was missing. "Dr. Smythe I was wondering if the new specimens DNA had.." Peter Parker entered the room looking for Dr. Smythe, but when he saw the two men looking at the empty area where the construction fluid was he asked the question. "What is going on?" Morbius looked at Peter and quickly said, "Nothing Peter, Smythe go back to your work and I'll make sure our inventory is up to date." "Right, we can't let some idiot misinterpret the items we have again." Smythe quickly caught on to what Morbius was intending to do and played along. "Peter, why don't we go back to the lab and allow the good doctor to do his work." "Ok." Peter responded. The two left the room as Morbius quickly began to alter the inventory for the supply room. He couldn't let anyone else think that their security was compromised.

* * *

**After Work **

Peter left the Oscorp building with a smirk on his face. His plan to take the construction fluid worked better than he thought. It was easy to get past the security locks; he was familiar with them enough to hack them. He was thankful that Smythe and Morbius had decided to cover up the theft rather than report it. Now he could analyze it and produce more of it at his warehouse. After Kravens training had started, Peter had begun to sneak out small tech supplies from the Oscorp labs. He had started on his costume and had gotten about 90% done all he had to do now was to create his mask and gloves. The mask was the easy part, simple resistant impact fibers (essentially a weaker form of Kevlar but far lighter and allowed for greater mobility.) the same material that made the rest of his costume. The real problem was the gloves. He needed a way to use his claws in a fight, but they tore through the fibers whenever he used them. He figured they would have to be made of Read Richards unstable molecules, and although Oscorp did a have a small supply of them but they were under heavy guard.

He brought this matter up with Kraven, but he informed him that a colleague of his had connection to the FF's (Fantastic Four) resident scientist who could get him enough to create the gloves for him. Peter had also been working on his web-shooters. Specialized devices that he could utilize to fire off the construction fluid as a web like substance. His shooter rested above the forearms of his suit and were laced with a light weight steel alloy to protect them from damage as well as being able to use them as shield if need be. His mask was red with black lenses (reflective as well) and was made from a plexi-glass like material supplied to him by Kraven. The final touch he made to his costume was a small and compact backpack like device. It could house extra cartridges fro his web shooters and as an offensive feature he had built in was four extendable spider legs that were about two meters in length made from a new space age polymer with razor sharp tips and had several joints to allow freedom of movement for them.

Peter finally arrived at the hospital where Flash was still comatose in. He signed the guest log and entered Flash's room. He quickly closed the blinds to the room and he sate down in a chair next Flash's bed. "Hey man, it's been a while hasn't it. Look I'm gonna come by here as much as I can and I know you can't hear me but I just need someone to listen." After pausing for a second Peter continued his monologue. "I'm gonna be trying to right some wrongs in this city, the same kind that put you here, I'll fix it no matter how many thugs I have to send to the ER. I just needed to tell a friend, because what I have to become wont let me be close to you, Harry, or Liz ever again. I will not put you in danger and I will be here when you wake up I promise you that. But for now on you might be hearing about me on TV." With that statement Peter got up and left the room leaving the comatose Flash alone in his bed.

Harry and Liz were just about to sign the guest form when they saw Peter's name listed on the paper. They both looked at each other in shock, Peter had been distant and absent from their group for about a week after the shooting had occurred even at school he would disappear at times. Harry and Liz ran into Flash's room only to see a vacant chair and sleeping Flash. Harry then caught a glimpse of the back of Peter's head and chased after him calling his name. Peter either ignored him or didn't hear him as he continued walking out the hospital door. Harry ran out of the Hospital looking for any trace of his best fiend but seeing nothing familiar in the bustling streets of New York. Harry sighed in exasperation as he walked back into the hospital. Peter looked down from the rooftop he had crawled to, watching as his best friend reentered the hospital. "I'm sorry Harry." He said before leaping onto the adjacent buildings and sprinting to his warehouse to complete his work.

* * *

**Penta Cost Bank, 9 pm**

The alarms of the bank rang throughout the street as three armored gunmen ran out the front doors. Each one carrying a duffel bag full of money. The trio set off down the street shooting at several police officers as they arrived at the scene of the crime. The trio popped smoke grenades and flash bangs to further cover their trail as they got in to a Fed Ex truck and took off down the road. The men were celebrating their apparent successful robbery until they heard a large thud on the roof of their truck.

Then a fist went through the roof grabbing on e man and ripping him through the roof as well, the driver saw his partner being thrown off the van but covered in some sort of silver like material. He looked back into his truck only to see his second partner pinned to the wall by the same silver material. He quickly slammed on the brakes and exited the vehicle running down an alley. His hand suddenly was hit with the substance and was pulled by it, being flung up onto the roof of the nearest building.

He was then confronted by a dark figure clad in black and red, "Didn't your parents tell you stealing was wrong, guess Ill have to repeat that lesson." The masked vigilante quickly delivered several punches to the armored man breaking his protection and causing him to border on unconsciousness.

"Now, you go in tell all your buddies that anyone who breaks the law will answer to me: Spider-Man!" and with that he threw the man off the roof only to pin him with two webs making him hangs between the two buildings, easy pickings for the police. Spidey grabbed the man's phone and dialed 911 letting the phone ring on the streets as he swung away. The night was young and so was he; he had some work to do.

* * *

**Boom! Origin arc complete now the real story will begin, please shoot me some ideas about who you want to see as villains, or to make an appearance. I'm open to suggestions. **

**Here are some the upcoming villains:**

**Electro**

**Scorpion**

**Rhino**

**Hobgoblin**

**Juggernaut **

**Venom**

**And many, many more. **


	6. Chapter 6: The Daring Duo

**Disclaimer: I do not own any of the characters of Marvel; all rights go to their respective owners**

**For a picture of daredevil: fs70/i/2013/322/e/2/daredevil_redesign_by_ **

**Chapter 6**

**The Daring Duo**

* * *

**2 Weeks Later**

Peter swung through the city air as Spider-man. He swung towards a building and clung to its surface. He looked out over the glistening cityscape, watching as cars and people alike moved on the streets below. Peter's exploits on criminals in the city had run rampant like wild fire. He had done so much after he scared those armed robbers. Within the two weeks he had been active as Spider-man he had stopped over 20-armed robberies, 8 car chases, and four hostage situations. It seemed the criminal underworld was panicking, doing everything they could to lure out the spider and try to stomp on him. But no matter how many guns, armed men, or hostages they used Spidey always took them down with a thrashing. Most criminals went to the hospital instead of the police station. The law enforcement did not like his vigilante activities. Several times during the four hostage situations the police tried to arrest him, he had held back quite a bit on them when he had to get violent, mostly just webbing them to their cars or police buddies.

Kraven had continued his training during the two weeks of his crackdown on crime, but sadly it was time for his mentor to return to Africa. He did however leave Peter full access to his mansion as well as a way to communicate with Kraven in case of emergency. And while Peter's assault on crime had been successful his aunt's recovery from her husband's death was not. May still slept at Anna Watson's home as the memories she shared with Ben still haunted her. Although Peter and Mrs. Watson had never really gotten along he was thankful for her friendship to his aunt. This did give Peter freedom to use his house with little repercussions, but as of late he seemed to have made the warehouse his home away from home. He had the place outfitted with extra equipment for his costume (mainly for repairs) and his own little lab, plus living quarters.

Peter had also managed to at least partially reconnect with Harry and Liz, chalking up his behavior to his job, and his recent losses. However, he still kept himself at a distance. His main concern now was about a drug cartel that was fleeing Queens. The shipment was heading into hells kitchen, so tonight he was going sight seeing.

He swung from the building to another making his way into Hell's Kitchen.

* * *

**Hell's Kitchen**

Matt Murdock, one of the best lawyers in New York City (Despite being blind), was currently prowling the rooftops of Hells kitchen as his alter ego, the man without fear, Daredevil. He leapt from his rooftop onto another as he stalked a small group of crooks. They were currently discussing a large shipment of drugs coming in from Queens. He knew this had to be the work of the Kingpin Wilson Fisk. The shipment was heading for the docs. "We need to hurry!" one of the thugs said, "If were late Hammerhead will kill us, Literally!" "Were almost there so shut up!" another tug responded to his frightened compatriot.

The group headed off with Daredevil tailing close behind from the safety of the roofs.

* * *

Spider-Man had finally tracked the large truck full of drugs to a nearby warehouse at the docks. The area was filled with armed gunmen; several were currently working on unloading the shipment from the truck. Spider man noticed that a tall but blocky man in a pinstriped suit was giving out the orders; the strangest thing about his was that the top of his head was flat. He was carrying what looked like a modified Thompson -22 submachine gun. Spider-man was about to jump into the fray when he noticed a figure jump from a rooftop onto the warehouse roof. Spider-man quickly and stealthily jumped to the same building to investigate. As he landed his spider sense activated just in time for him to dodge a flying baton attached to a metal cord. The projectile retracted to a figure wearing an all red combat suit with a small set of horns on his head. Peter noticed that the yes of the costume were not open, nor were they made from reflective lenses.

"You better hope that you're not part of that little get together, or there will be Hell to pay." The red clad figure spoke menacingly. After a few moments of silence with the two vigilantes stared each other down, Spider-Man spoke, "Your that daredevil guy that works around here aren't you."

"Yeah I am, and who are you suppose to be?" the man responded to Peter's question by giving a question. "I'm Spider-man and I'm a little new to this whole vigilante business." "Yeah, I've heard about you on TV."

"Guess you'd have to, but man I gotta say you are the highest functioning blind person I have ever met." Spider-man's comment had struck home as Daredevil stood in shock. "How?" was all he asked.

"Your mask has no holes in the eyes, and they are not reflective lenses, so I assumed you were blind, so how are you so good at fighting, you cant see so do you have some like augmented third eye or something." Daredevil paused for a moment before pointing to his ears, "Sonar." "Like a bat, you see by sound." "Pretty much." "Man that's pretty cool. So is it safe to assume that you're here to trash the drugs and break up this little party." "Yeah, but it looks like I wont be the only party crasher." He said this with a smirk on his face. Peter smiled under his mask and said, "Got that right!"

* * *

Hammerhead and his henchmen continued to unload the drugs when one of his men reported some of their guys hadn't returned from scoping the perimeter. Hammerhead sent two more guys to check on them. The two men went around the front of the docks. One went around the corner and the other stayed to look around the front. After about five minutes in which his friend did not return he went to check himself; only to find that his companion had been webbed to the wall, the man was then clubbed unconscious. Spidey crawled onto the front of the truck which was lightly guarded, and sent one of his newly named venom blasts through the truck's engine causing it to stutter and explode with Peter jumping seconds before it exploded. All the thugs quickly went to work trying to put out the fire that was now burning their cargo. Before any of them could react a red clad figure leapt into their midst and proceeded to beat and bash the hired guns.

Hammerhead looked in shock at the costumed vigilante Daredevil, of all the time for him to interfere with business it had to be tonight. The gangster styled villain raised his weapon, but before he was able to fire; none other than Spider-man webbed it. He then proceeded to tackle the flat-headed man to the ground, however the man seemed to have some form of enhanced strength, as he was able to buck Peter off of him. Matt had finished with all the hired guns and noticed peter's difficulty with Hammerhead, he flung one of his batons at the gangster only for it to be deflected off his head. The man then charged at Daredevil, who was able to avoid it, Hammerhead smashed into several crates headfirst but emerged unscathed. He again lunged at Daredevil who leapt over him and used his nun chucks (formed from his batons) to choke Hammerhead, but the gangster still would not go down. Spiderman took this opportunity to leap on Hammerhead's back. "DD! Jump!" he screamed, as Daredevil let go releasing the choke hold he had, Spidey delivered a large dose of his venom blast into hammerhead who struggled for around five seconds be fore dropping to the ground unconscious.

Daredevil helped Spider-man to his feet and said "We should probably get going, that car explosion must have attracted some cops by now, I can hear the sirens coming." "I'm just gonna have to trust your hearing on that one. Let's go!' and with that the two masked vigilantes leapt to the rooftops to avoid the oncoming police.

After safely fleeing the scene the two men began to talk. "It's good to see another hero looking after the little guys, you did good kid." "Coming from a guy like you that means a lot. But who were those guys working for, I doubt a guy who uses his head as a battering ram is smart enough to organize a load of drugs that fast." Daredevil remained silent for a moment before speaking. "Have you heard of Wilson Fisk?" "What the millionaire philanthropist? What's he got to do with th-, Wait you mean he's in charge of these goons!?" Daredevil nodded in confirmation. "He uses his empire to fund criminals and gain control over the criminal underworld. And he is very good at covering his tracks, I've got evidence tying him to some criminals, but nothing that will stick."

"Well, Listen I may not get out to Hell's Kitchen much, but if you ever need help just let me know, send a word through the grape vine, and by that I mean beat up a few thugs in queens and I'll meet you here." Matt smirked at this offer, "Thanks for the offer, if you ever need my assistance contact this guy." He then proceeded to hand Spider-man a business card for his civilian identity. "Spidey took the card, thanking Daredevil one last time before departing, it felt good that he had a kindred spirit in another hero.

* * *

**One Week Later, ****Fisk's Office**

Wilson Fisk, better know as the King Pin in the criminal Underworld, stood inside his office watching, the news about how is drug empire was being taken down by a police raid, some one had tipped off the police about the warehouse that stored his supply, and somehow they knew to keep the info out of the ears of his corrupted officers.

Fisk info network had lead him to believe the vigilantes Daredevil and Spiderman were behind this attack. He would deal with Daredevil through an alternate means, but for Spiderman he had acquired some help from a mysterious geneticist who called himself the Jackal. He had hired a private eye name Mac Gargan to "volunteer" for an experiment al treatment and it had worked wonderfully. In front of him, housed in a specially designed containment unit resided a monstrous creature with an acid green complexion. Fisk wickedly grinned at his new super powered muscle, **The** **Scorpion**!

* * *

**Few don with this one, Ill be trying to add in more heroes, and Daredevil will make more appearances in later chapters. I hope you liked this one and for a photo of the Scorpion: .ca/images/Grush_InGameSM2099_ **

**The next chapter will display Spidey's first fight with a truly super powered villain, and scorpion will have some new abilities his old counter part didn't posses. Still looking for more villains to include, please constructive criticism is welcomed.**


	7. Chapter 7: Predator and Prey

**Disclaimer: I do not own any characters from Marvel, All rights belong to their respective owners.**

**Still looking for more villains and characters to add to the story, remember it's worth a try and all thoughts are welcome!**

**Chapter 7**

**Predator and Prey**

* * *

Peter was in a bit of a pickle. His aunt was coming home, while this would normally be great, this also meant Peter had to be more careful in concealing his vigilante lifestyle from May. He could always use the excuse of late night work hours, but that could only work for so long. Peter had made sure to clear his house of all traces of his Spiderman gear, he his all in a lock box in the attic which he had turned into his own little private room.

Peter was just making the final touches of cleaning up when he heard the ring of his doorbell. He walked over to the door and opened it to reveal his aunt May and her friend Anna Watson. Peter let May into the house and sat her down. The three engaged in small talk before a news broadcast appeared highlighting how a bank had been robbed covertly last night, but the walls of the vault had ruptured by a great force. Peter began to focus on the broadcast ignoring May and Ana's conversation.

* * *

**Wilson Fisk's Office**

The kingpin stood in front of his previously unbreakable containment cell, but now the unit had a large gapping hole in it. A combination of incredible strength and an acidic compound had broken through the cell's walls. Fisk stood there scowling in disgust at the scene in front of him, his new enforcer had gone rogue before his first assignment. He had tried to contact The Jackal, but the man seemed to have dropped off the grid.

Now with both his monster and traitorous benefactor gone, Fisk was left to cover up for the escape, as the Scorpion's breakout had also lead to the slaughter of at least a dozen guards. And now the creature was loose in New York, all Fisk could do was hope things would work out.

* * *

**Sewers**

Gargan could not think clearly, no matter how hard he tried. His thoughts were jumbled, filled with fear, anger, and most of all hunger. It had started when he broke out of his cell, the second he slashed that guard with his claw, the blood flew, and with that his control over the hunger. He had feasted on some of the corpses. As he fled into the sewers the hunger died down for a while, but it eventually returned. Mac Gargan was never an "Upstanding Citizen"; he was an unscrupulous private eye, but a good one. He was greedy but good in what he did. He had roughed people up for info, but he did have his standards, and murder definitely was one of them, he always carried a gun as a safety measure but he never had to shoot anyone with it. He had been promised millions for a treatment that would make him stronger and faster, he should have known it was to good to be true. Now he was a monster and a murderer driven by the rage at his transgressors and the hunger.

He could smell the flesh of normal humans right above him, hundreds of unsuspecting meals just ready to be feasted upon. Mac Gargan tried with all the will power he had to quell the hunger, but in the end the hunger one out, it always would.

* * *

**Parker Residence ****7:45 P.M.**

May and Peter had been eating dinner, May cooked way more than she had intended to, but cooking helped her cope. They ate and silence, making the evening rather awkward. Peter preyed for something to come up; suddenly the doorbell rang startling both the Parkers. 'Now only if money would fall from the sky!' Peter waited a second to see if anyone on the street was cheering in joy but nothing came, 'Well shit.' Peter and May both went to answer the door. When they opened the door they were greeted by a blonde haired man of about forty years old.

"Hello. Is this the Parker's residence?" the man asked. For some reason the man's voice was oddly familiar.

"George? George Stacy?" May seemed shocked to see the man, and the name Stacy definitely wrung a bell,

'Stacy? As in Gwen Stacy?' Peter looked at the man and then behind him he saw a car parked on their street and it looked like no one was in it.

"George! It is so good to see you again!" May said hugging the man who hugged her back, "Where is Helen and the rest of the family?"

"They're still in Georgia getting ready for the move, we purchased a house across the Street. Unfortunately there still some work to be done. So I was wondering if my family could possibly stay here for a little while."

"Of course!" May responded without hesitating. Peter immediately offered his help in getting George settled. He even offered his room for Marc and Gwen (Marc was Gwen's 13 year old brother), after all Peter could just sleep in the attic.

The small group decided to see the city while George told them about his upcoming transfer and promotion to the N.Y.P.D. as a captain. As the group walked near central park, they heard loud screams and crashing sounds coming from down the street.

Peter was lucky that he was wearing his uniform underneath his clothes and his backpack was filled with the rest of the gear. The crowd of people rushed through the streets giving Peter the chance to blend in and get to work, May started to panicked when she lost sight of her nephew, but George sent her down the street with the rest of the crowd, staying behind to look for the teen. He then noticed most of the area was cleared of the pedestrians had left the area leaving only a few one of them was a 10 year old boy who had fallen down on the ground. He also saw the source of the panic, a large green scale creature with an enormous claw for a right hand and a 12-foot long tail ending in a spike. The creature had a jaw that opened on both the top and the bottom, but it had two mandible like protrusions at the mouth's sides. The creature roared and flipped a car over, and it was heading towards the boy, who Stacy had tried to move but was to slow. AS the car was about to land on them both a red clad figure leapt into the path of the vehicle and caught it. George Stacy sat in awe holding the crying boy in his arms as the red and black clad figure effortlessly flipped the car off his shoulder and back onto the ground. He then jumped into the street to confront the creature; Stacy quickly took the boy and retreated from the scene, hoping to himself that Peter was safe.

Spiderman stood in shock and awe at the monstrosity he now faced, before he could think his spider sense warned him of impending danger in time for him to evade a powerful tail thrust. The spiked tail tore through a car like it was paper. But that was not the interesting part. The metal seemed to be dissolving around the tail, 'That must be some type of acidic properties housed in that tail' Peter thought. He then unsheathed his claws and leapt into battle, dodging and slashing while firing off webs to try and slow the creature's movements, he was doing quite well as he was cutting through the creatures hide. But his progress was halted when he was struck by the monster's tail. The creature fired a stream of green fluid, which Peter was able to dodge. The car he had been leaning on started to melt under the influence of the acid.

"This guy moves land fights like a scorpion, hey that's not a bad name for him!" Peter said out loud, "Come on! You want to fight? Fight me!" He then lunged at the creature delivering a powerful punch to the Scorpion's jaw; he also took this chance to send some venom blasts into the creature's head. The brutal attack had a double effective first it caused the Scorpion to stumble back; it also allowed Mac to take back some semblance of control back from the hunger.

He began to talk in a slurred voice, "_Heeelp Meee! I cant_ _the … Hunger!" _he once again charged at the wall crawler only to hit a car, as Spiderman had jumped to avoid the monster, he had ceased his attacks when the monster started talking, he noticed the creatures movements were more restrained as if he were fighting against it self. '

This guy…he couldn't be a human, could he?' Spidey paused for a moment before he spoke "Yo what's your name?" the Scorpion struggled for a moment before slurring out

"_Maaac…". _

"Mac! Come on man you got help me out here, Fight this thing!" Mac continued to slam himself into multiple cars in an attempt to remain in control of his ravenous hunger. "_Can't! Hunger….too… strong! Please STOP ME!" _With one last anguish filled cry Mac Gargan's conscience was once again devoured by the hunger. He charged at Spiderman who dodged and unleashed his secret weapons, the four mechanical arms. The sprung from his compressed pack and a sliced at the Scorpion causing several deep cuts to appear on his hide. The Scorpion charged once again but all four of Spiderman's arms pierced Scorpions hide, two in the shoulder, and two in the abdomen, although this slowed his charge tremendously, Peter was still pushed back a considerable amount. The ground he had clung to with his adhesive powers broke off with him, being dragged across the ground.

The Scorpions tail flung out from above him and pierced the ground in front of Spidey, he had to jump back taking his mechanical arms with him. The Scorpion launched another glob o acid at the web-slinging hero, only to be blocked by a thick web shield although the shield quickly wilted. Gargan's tail flung wildly at the masked hero, but was parried by Spiderman's mechanical arms. As Peter leapt onto the edge of a building to gain distance he noticed his lower left mech arm was melted (due to sparring with the Scorpion's acid tail). Knowing he had to end this fast, as well as hearing police sirens in the distance, he looked down at his hands and suddenly and idea formed in his head.

The Scorpion was about to leap onto the building the vigilante was perched on when suddenly Spiderman leapt towards him tackling him. Spiderman plunged his right fist into the Scorpions acid filled mouth. Due to the unstable molecule that made up his costume's lower arms, he was able to withstand the effects of the acid as he sent a full-powered venom blast directly into the Scorpion. Gargan continued to spasm for a few minutes until he finally stopped, his body rose up and down indicating that he was still breathing. Spiderman quickly webbed him up in a thick cocoon, before preparing to leave. "I'm sorry Mac, if there was any other way to help you I would." His departure from the scene was stopped however by a young woman and a cameraman running towards him they stopped a few feet away. The blonde haired woman cautiously approached before speaking. "Norah Winters here from the Daily Bugle Online, could I have a word for our readers?" Spiderman just began to walk away. "You just saved dozen's of people here by central park, don't you feel like a hero?" the girl named Norah persisted, at her words Peter stopped. He turned around and said two sentences, "A hero? Then tell me, why do I feels so bad about it?" the comment clearly wasn't what Norah expected a she stood there dumbfounded by his response. He took that opportunity to fir a web-line and leap into the air. He swung off into the night as the police cars arrived near the scene of his battle.

When Peter got to a rooftop far enough away from the crime scene he pulled out his phone and called his aunt. He told her he had gotten away from the monster unharmed and was now on his way home. He made a detour by his warehouse to patch up his suit and repair the mechanical arm that had been damaged during the fight. All throughout his work he thought about how powerless he had been to truly help Mac. If someone had done that to him he would make them pay, no one deserved to be turned into a monster. He eventually dressed himself in his civilian attire before leaving the warehouse and heading home.

* * *

**Hoped you guys liked this chapter, I'll be trying to build up some future plot elements that will come into play later on but for now thanks for reading, review and subscribe**.


	8. Chapter 8: Old Friends and New Ones

**Disclaimer: I do not own any characters from Marvel. All rights belong to their respective owners.**

**This one was hard to write, not a lot of action but some new characters grace the stage. Enjoy! **

**Chapter 8**

**Old Friends and New Ones**

Peter awoke the next morning tired an groggy, his fight with the Scorpion had damaged him more than he thought. Thankfully his healing factor had kicked in over night. Now he was mostly awake with only a few minor bruises that would be healed by evening. Luckily it was a Saturday so he had time off to relax. George Stacy had to go into the precinct to acquire his badge and firearm. Other than the physical toll from his battle he was still sore over his inability to help Mac, Kraven had told him that he couldn't save everyone, but it still irked how there was no way to at least get justice for what happened. He had taken some of the Scorpions blood and DNA of his costume and began running tests on it.

Peter sat in his warehouse looking over the samples of blood he had scraped off his costume. The results were both incredible and horrific; the DNA of the scorpion was mixing and reversing the genetic structure of the human DNA. It was reversing them into stem cells and from there they were mutated into a form of DNA similar to a scorpions.

Peter was no expert in genetics so he started looking for someone who was, his access to his job at Oscorp allowed him to see who was the most qualified. He found two who were still alive who could tell him the info he wanted to know. One of these men worked for Oscorp, Doctor Curtis Connor. Unfortunately the good doctor was almost always busy and was never available for meetings or chats, especially not with an intern like Peter. The second was a consultant for both universities and labs alike, Doctor Otto Octavius. The man's name sounded familiar and Peter found out why when he returned to his attic to get ready to drop by Otto's apartment. He found Otto in an old picture of his parents with two others, one was Curt Connors the other was a man he did not know but he looked strangely familiar to professor Warren, maybe he was his brother he had mentioned the day of Peter's accident. Peter looked at the picture and realized that Otto had been the unknown man at his uncle's funeral.

Either way he looked through the files and found Otto's address. He stopped by the address about an hour later. He knocked on the door several times but no one answered the door. Peter was about to sneak in through the roof, but the door opened to reveal a portly man, a little taller than he was, with messy brown hair and circular glasses. "Can I help you?" he asked. "Dr. Octavius, My name is Peter Parker, I'm Richard and Mary Parker's son." This response clearly shocked him; he looked a bit closer before answering with a question "Peter?" when the teen nodded the man eagerly let the young man into his home. Peter looked around the living room of the apartment other than a few dishes in the sink and newspapers on the table, the room was pretty neat.

"So what was it you wanted to talk to me about?" "It about an incident last night, the one by Central Park." "You mean that giant monster?" Peter nodded his head. "Why would you be interested in that?" "I heard it talk." The look on Otto's face was one of shock, "It talked? You cant be serious!" "I am, I was there he said his own name, Mac. I'm pretty sure he was a person! I got a sample of his DNA, Look!" Peter showed him the sample held in a test tube. "How did you come by this?" asked Otto suspiciously, "A friend wanted me to analyze it or him." He answered trying to avoid that topic. "Right…" the doctor didn't look satisfied with his answer but he seemed to quell his curiosity and focused his attention on the test tube Peter held. "Come with me to my lab, I have some equipment in there we can use." He led Peter into a room with some pretty up to date equipment. Otto started to exam the blood sample collected from the Scorpion and analyzed it for a few moments. After about ten minutes he let out an exasperated sigh. "I was hoping I would never see this infernal work again." "What do you mean?" Peter asked now suspicious of what the sample really meant.

"Peter this sample contains the lifelong work of the accursed project your family and I were trying to perfect. This is the fruits of our work, combining the genetic traits of animals and humans to create unique cross species hybrids that could make human's immune to disease and ageing. We were obsessed with finding the answer for years we scrounged funding and resources testing and retesting every variable. It started about 16 years ago before you were born. It was just the four of us Richard, curt, Miles and I. We finally received a grant to help fund our research. Then your mother came along when we expanded the project to include about a dozen more scientists. Your father and mother were a surprising couple considering how they started off." Peter looked surprised at this and asked, "What do you mean?" Otto continued, "When they first met they had… some what of a... scientific rivalry always trying to outdo or outsmart each other. But I guess it was that passionate rivalry that led to their eventual romance. After you were born something changed in your parents. When as before all of us were trying to develop our own glorified version of immortality, they began to appreciate how short life was after you wee born. They started to steer the project away from immortality to new medical achievements such as new vaccines and cures for the disease such as Parkinson's or cancer. They soon convinced us as well; well all except for Miles." At the mention of the man's name Otto let out a grimace, which did not go unnoticed by Peter.

"He was at first furious! He accused Richard of throwing away our greatest work! Part of me thinks that he was jealous of your father for his success and because he had your mother." At that news Peter looked up in shock. "Wait my professor's brother had a thing for my mom!?" "Peter's comment also seemed to peek Otto's curiosity some more. "Yes he did. Though it was more like he was jealous that Richard had her. He was always striving to possess things he thought were of great value, I believe he thought your mother was something of value as well, but away from a topic that is obviously troubling you, you mentioned 'your professor's brother' did you mean Francis?" Peter stared at Otto while nodding, "Yeah he is my science professor at Midtown High, you know him?" Otto let out a cheerful laugh. "Yes I know him very well he was my protégé at the time. A brilliant and kind-hearted man. He could have been one of the professors at the Baxter institute if he applied, but he loved teaching science to people who didn't appreciate it at the time, he wanted to create a spark of creativity in the minds of his students." "He certainly perfected that." Peter said with a smile on his face. "It's good to hear he is doing well, he always had a passion for teaching, but Miles his passion was for something else. While Francis believed every idea had worth, Miles believed only the things that were new or revolutionary deserved his attention, he didn't believe in things he couldn't measure or grasp. And he was obsessed with the project. When we met for the genetic splicing experiment the day of the… accident…" Otto paused when he saw Peter flinch at the mention of the tragedy that had claimed the lives of his parents. Peter motioned for him to continue and Otto reluctantly did, "Miles seemed out of it he had been acting strange for the past week and after the explosion that put us in the hospital he fell off the grid. When I asked Francis about it he told me after he was discharged from the hospital, Miles had stopped by Francis's home. He started ranting about the weakness of humanity, he said he was going to fix it all. Francis then said that he had become violent and Francis forced him out of his house. After that we never heard from him again." Peter sat in thought for a second before speaking. "So what turned Mac into that monster was the same genetic research that you all had been studying and applying?" he asked. "Yes, here is the rest of the data and notes, most of them are the originals, the rest were confiscated by the Baxter Building when the experiment was deemed to dangerous to continue. It's not much but that's all I can do for you." "You've done more than enough Doc. Thank you for your time." "You are welcome Peter, any time you wish to chat just call." "I will, Goodbye." and with that Peter left Octavius' home and headed for his house.

On the way he had received a phone call from aunt May telling him that Anna Watson's niece was coming over and was going to be living with her aunt fro a while. May wanted Peter to meet her and take her around the big apple so she could get a better feel of Queens. Peter sighed just another thing he had to do.

….

**Parker's Residence, 12:00 A.M.**

Peter began to walk up the steps to his house a bit annoyed. He knew his aunt meant well but did she have o try and set him up with a girl he didn't even know? He sighed before opening the door to his house and stepping in. He walked into the living room, and upon seeing the figure standing there he could only think of one word: gorgeous!

The figure standing in the middle of the room was a young woman (around Peter's age of course) with shoulder length red hair and a shapely figure. Upon hearing Peter come in the girl turned around to face him, in doing so she revealed to him a beautiful face framed by her hair and deep green eyes. Upon seeing Peter she flashed him a pretty smile. Peter was able to organize his thoughts to at least wave back. "Uh… Hi?" he said in a rather awkward way. "Hey!" she casually replied. "You must be Peter." "Yeah that's me. And you are…?" "Sorry, I'm Mary Jane, but you can call me M.J." May then took that moment to enter the room she saw Peter and welcomed him home, she explained that Anna had to run some errands so she left the tour of Queens for the Parkers to handle. May told Peter to take M.J. out onto the town to show her around.

"So where is the school around here?" M.J. asked as she and Peter walked down the street. "Its called Midtown high and its down on 5th. It's a good school but it has had some problem as of recently." "You mean the shooting that happened?" M.J. mentioned cautiously. Peter paused before answering, "Yeah, that." "I'm sorry to bring it up, just forget it." M.J. apologized.

They walked in silence for a few minutes before Peter spoke, "So what made come to Queens?" "Family issues, my dad and I haven't been getting along very well." Peter could hear the anxiety in her voice "I see, say no more. I didn't mean to open old wounds." "Its fine, its been going on for a while. We just haven't been seeing eye-to-eye."

"Yeah, family problems have kinda been an issue for me to, especially with my friends." "Oh, have things been tense or something?" "Yeah, mainly my fault on that. I've just been trying to keep some distance, some stuff has come up that I think that they shouldn't know about." "I see, trying to keep secrets can hurt some friendships." M.J. said. They walked down the street until Peter saw two people he hadn't meant to bump into that day. "Hey, Pete! Who is this?" these words were spoken by none other than Harry Osborn, who was currently accompanied by Liz. "Hey Harry, Liz, this is M.J., she just moved in on our street. I'm just showing her around Queens." "We were just on our way to a coffee shop you guys should come with." "That sounds cool!" M.J. chimed in before Peter could respond wrapping her arm around his as she dragged him off with the group.

….

**SHIELD HQ, Triskelion**

Nick Fury, Director of S.H.I.E.L.D, stood in the command center of the Triskelion overseeing all the missions current members of the Ultimates team that were on several missions around the world. An agent carrying a file then approached Fury. "Sir, agent Drew is ready and waiting in the briefing room." "Thank you Colsen." With that the man left the control room and headed for mission briefing room.

When he arrived he saw a young woman (around 15) stand up in salute, "At ease soldier." Fury said and the women dropped her salute and sat down. "Sir, you called me here for a mission?" "Yes a long term one, you will be investigating a certain individual." "May I ask who it is?" Fury tossed the file onto the conference table; the woman began to look through the files and frowned upon them. "You want me to investigate Spiderman? I was not aware he was part of the ultimate program." "We are considering him, but there is more than that. Jessica when we recruited you after freeing you room Hydra we told you about your family." The woman now identified as Jessica nodded, "I saw the file. Jessica Drew Parker, born to Richard and Mary Parker, abducted by hydra because I had the x-gene. They trained me and augmented my body and made me a killer, and then Clint Barton and Natasha Romanoff captured me and brought me to shield. And that was 2 years ago." "I Let you read the file on your family out of respect for your mother's legacy as my top agent, but you refused to read any further about the accident when you found out they died." "My family is dead, and I never even knew them, my aunt and Uncle didn't even know I existed. Why should they now?" "Because you still have a member of the family who is still alive." This news was not very shocking, "Sir I told you I know I have an aunt and uncle living in Queens but they don't know me." "Neither does your brother." The last word of Fury's sentence struck home for Jessica. "Jess look in the file," she did "His name is Peter Parker, and like you he is a meta-human, he had a weakened version of your powers, but we believe they have been augmented when he was exposed to one of Oscorp's science projects, his strength speed and stamina have all been enhanced. We want you to get in contact with him and try to recruit him into the Ultimate program. You'll be receiving new gear and a new codename, Jessica Drew, Welcome to the hero business."

**And done! This was a long chapter and I hope you guys like it. I wanted to do something different from the ultimate comics. I did not like the idea of Spider woman being a female clone of Peter, so I made her his lost twin sister. Ill try to give a reunion scene in the next chapter. Also Peter's relationships will become more complicated in the next chapter. I'm still looking for new villains and I've been juggling the ideas of changing Electro's origin just a little, if anyone had any ideas on how they want me to proceed just review.**

**See you next time! **


	9. Chapter 9: A Big Shock

**Disclaimer: I do not own any of the characters from Marvel. All rights belong to their respective owners. **

**Chapter 9 **

**A Big Shock**

**Wilson Fisk's Office**

Wilson Fisk sat at his desk looking at the man standing in front of him. He wore a yellow and red costume that was made of a special sponge like fabric. He wore two silver high-tech gauntlets on his hands; the man's face was covered by a mask, his eyes covered by two green lenses.

"So, Herman how have you enjoyed your new toys?" The man known as Herman answered, "The upgrades you gave to my suit have worked wonderfully. The new shock absorption fabric and focusing units have given me an edge I've never had before." The Kingpin smiled at this news, "Good, now that we have helped you, you must do us a favor. We want you to eliminate a nuisance in my organization. His name is Matt Murdock. I think he might be an informant for the vigilante Daredevil. I want you to kill him, but we will make it look like a random victim of circumstance." "How so?" Herman asked. "You will rob an armored car with my men posing as guards, you will incapacitate them and cause some collateral damage. They will park themselves near Murdock's law firm and you will reduce it to rubble during the attack. You will then use the van to flee, there will be a change of clothes waiting for you; after you the lose the cops, flee." "What about the money in the car?" "All fake, made form flash paper it will ignite and burn leaving no residue. It will make you look like the attack was all for the money, while the real money is here." Fisk motioned towards two brief case each filled with half a million dollars in cash. "Half now, half when the job is complete. Understood?" Herman sat in his chair before standing up. "Just one, when do you want the Shocker to strike?" this question made Fisk smirk.

….

**Bejie's Café, **

Peter, Mary Jane, Harry, and Liz all sat at a table outside the café chatting and getting to know M.J. she seemed to click with their little group rather well. All was going well, but Peter had noticed Harry and Liz's more than friendly words and actions towards each other. 'Oh my god! They're dating!' the realization hit Peter hard, the sight elicited several emotions in Peter, shock, rage and sadness. But not for himself for Flash his friend who was still comatose and here was his best friend and girlfriend flirting with each other. "Harry can you come with me for a sec?" Peter asked Harry his friend agreed and they both got up from the table and went inside the coffee shop.

"What's up Pete?" Harry asked smiling, "How long has it been going on?" Peter asked keeping his emotion out of his voice. "How long has what been going on?' Harry asked oblivious to Peter's hidden emotions. "That!" he almost shouted pointing towards Liz. "Our best friend is in a coma and you are sneaking around with his girlfriend!" Harry looked a little shocked and hurt at Peter's accusations however true they were. "Listen Pete neither of us planned this it just kinda happened! Liz needed someone to be there for her and I was. Things got out of control from there ok?" "Okay!? Have you even talked about how this would affect Flash when he wakes up?" "You mean if he wakes up." Harry said anger and sadness lacing his voice. "Pete, we both saw how his vitals were, he's dying. I don't like it but it's the truth. And besides someone had to be there for her, because you weren't there." That hit Peter were it hurt. "After what happened to your uncle and Flash we see less and less of you every week! Sometimes you just disappear! Where do you go man? It's like you don't even want to see us! Me and Liz supported each other because you weren't around to help!" Peter could feel his anger growing inside, although the rage he felt wasn't directed at Harry. "We're your friends aren't we? Don't you trust us?" Harry didn't wait for an answer as he left the coffee shop and rejoined the girls talking outside. Peter stood there in the shop thinking over what his friend had said. The worst part about the argument was that Harry was right.

…

**Hell's Kitchen, Murdock's Law Firm**

Matt heard the sound of his law firm door open. With his sonar he was able to 'see' the person who came into his office. It was a young man, Matt recognized the teen instantly, "Hello Spidey." He said as Peter walked in the door. Matt's comment made the young man freeze in his tracks. "Don't worry know one else is here and there are no bugs or people in the adjacent building to hear what we are saying." Peter slightly relaxed at this new info; he sat down in the chair in front of the Lawyer's desk. "That's a neat little trick, it must come in handy when you're bashing in skulls, huh DD." Matt smiled at Peter's joke. "Yeah, well I thought it should be fair that if I know your secret you should no mine." "I would've figured it out." Peter replied, "Sure you would kid." Matt said sarcastically.

"What can I do for you?" "I found out some new info on Fisk, nothing that will stick, yet. His shipments of drugs are becoming sloppy, when he slips up well be there to watch his fat ass fall hard." "That's good, but you should know when a person lies their heart skips a beat. So why are you really here?" Peter turned his head to the side as if debating whether or not he should tell Matt what was really on his mind. "It seems every time something good happens in my life something bad happens to set me back to square one. I try o save people's lives yet I get nothing but spite from the police. And to make matters worse my own personal life suffers from it!" "I know how that's like." Matt responded. "I call it the vigilante curse. We put our all into making things better for everyone else, but we still end up losing the things we fought so hard to keep." Peter looked at the lawyer for a few seconds before he responded, "Dude you are a warrior poet." "I'm serious, kid." "Matt just call me Peter. And I know that your serious about what you said. As much as I wish it wasn't true, you're right." Matt smiled at him and got up. He walked around the desk and motioned Peter to follow him. "We'll talk some more, c'mon let's get some lunch." Peter stood up to follow him before giving a response. "I'm not very hungry." "Great, I'm buyin!" Matt said with a grin.

Peter and Matt stepped out of the law firm and onto the streets. As they began walking down the street an armored van pulled up to the curb and parked on the street's side. Two guards got out of the car as the engine stalled and cut out. Peter and Matt looked in the direction of the car; it seemed a bit suspicious that the armored van just cut out. The guards looked rather lightly armed to protect the truck. Before the two could consider the matter further, an ear shattering blast ripped through the air blasting the guards into a wall, the resounding shock wave sent both vigilantes to the ground, Matt covering his ears to stop the now jumbled sonar that was over stimulated by the blast. "Hah! You fools aren't qualified to protect that truck from The Shocker!" A man in a yellow and red suit appeared firing another blast, which demolished the front door of a nearby shop.

"Matt, we got to get to work!" Peter shouted over the screams of nearby pedestrians. "Can't! Ears…ringing.. can't concentrate!" Matts voice sounded like he was in pain. "I guess it's time for Spidey to head into the action!" With that Peter dashed behind a corner and leapt from the buildings rooftop as Spiderman. He leapt towards the unsuspecting villain and delivered a powerful kick to his back. The red and yellow villain was sent head first into the ground. He slowly picked himself up and looked at the red and black hero. Shocker had been expecting Daredevil not the infamous Spiderman. His shock was only brief as he raised his arms and continued to fire off several high-powered blasts at the wall-crawler. Spiderman dodged each shot with his super-human reflexes. He landed in front of the villain and delivered a powerful punch to the mans chest, sending him into a car. Despite the man's impact, he picked himself up to fire of another blasts at the wall-crawler. Spiderman barely managed to dodge this one as he returned fire with hi web shooters. The webbing hit the man head on, but it didn't stick. The construction fluid began to slip off the mans body at an alarming rate. 'What the Hell!?' Before Peter could consider the matter further he was struck by a blast of condensed air. He flew through a car and smashed into a shop. He quickly recovered despite feeling like a car had hit him. No matter how many times Peter punched him, the man would not stay down. Every time he came in contact with the man it felt as if his blows were being weakened by something, even his webs were slued off the villain. "He must be channeling the excess vibrations from his blasters into his suit." With the excess power he be able to take some damage, Peter might have to get a little creative.

Shocker continued to fire off vibration blasts at Spiderman as the web-slinger continued to evade them. Spiderman was able get close enough to Shocker and grabbed him, pinning him on the ground. Peter unleashed his venom blast into the villain, but all he got was some painful grunting before being blasted by the man. 'Damn it!Even the venom blasts must have been weakened by those vibrations!' Peter however did notice one thing; he saw the red and yellow clad man gripping his head, as if in pain. "Bingo! That suit's weakness is the head!' Spiderman jumped at the chance to take the villain down. He began to deliver several blows towards the head of the masked criminal. Shocker was now on his last legs before the red and black clade hero unsheathed his claws and slashed him across the face, Herman was lost in pain before a super strength fueled punch collided with his face. The super criminal went down, and the crowd that had been fleeing the area stopped and started cheering. Peter quickly swung away from the sight of the fight heading for Queens. He called Matt to make sure he was okay. When Matt told him he was fine Peter swung to his warehouse. He changed into his civilian attire and sat down at his workbench mulling over todays events. Seeing Matt in that much pain gave Spiderman something to do. He started working on a little project to help Matt keep his sonar abilities from being disrupted.

…..

**Parker Residence Later That Night**

Peter entered the door of his home. A he walked in he heard the clamor of conversation in his family's living room. Peter walked into the living room to see his aunt, Stacy, M.J. and three new people. The oldest was a brunet about George's age, Peter recognized her as Helen, George's wife. The other two were their children, the family's only son, Marc, a 13-year-old kid with brown hair, and His sister, Gwen. Gwen had grown into a beautiful woman with long blonde hair and a nice figure. She smiled when she saw Peter. "Hey Petey!" she got up from her seat near M.J. and gave Peter a hug. "Hey Gwen." He replied returning the hug, "How is everybody?" Peter asked the Stacy family as a whole. "We are doing fine Peter." Helen answered, "We heard about what happened to Ben, we are so sorry!" Gwen said sadness in her voice. "It's okay." Peter said. The rest of the Night went buy fairly well; rooms were assigned to each member of the Stacy family. George and Helen would get the guest room Gwen would get the spare room across from Peter's, and Marc would get Peter's room while the teen in question would move into the attic, it was basically his spare room anyway. He moved all his personal belongings into the attic. He looked out the room's window onto the city and thought over what Matt had told him.

…

**Next Morning**

Peter awoke early in the morning, as dawn was just breaking the horizon, he quickly gathered his things and crawled from the roof of his house (Where the attic was) onto the street below. He walked towards his warehouse thinking of how he was going to do his "night job" with the Stacy family living under his roof. As he was thinking about his current predicament he noticed the lock on the gate to his warehouse had been broke.

Peter immediately went into an alert fighting mode, quietly slipping through the fence and scaling the warehouse walls. He slipped in through an open window and looked around for the intruder. He had to find this guy before he found any of his gear. Peter used his enhanced senses to search for the intruder; he heard a noise coming from his lab area and raced to get there. He stopped behind a column and saw a tall man with blonde hair wearing a trench coat looking around the lab. Peter leapt out from behind him and tackled him to the ground. Peter struggled with the man who was surprisingly able to throw him off of him. Peter landed hard on the ground and the man tried to pin him Peter grabbed him and threw him through some old boards, the man tried to get up but Peter leapt at him with a double kicked that floored him again. Peter landed in a plank position before he flipped himself up and pounced on the downed intruder. He unsheathed his claws and he raised them to strike but stopped when he looked at the man's face, "Eddie!?" Peter look of shock was met with an equal amount from the man now known as Eddie, "Peter!?" Peter offered the man his hand and he gladly took it, after being raised to his feet Peter spoke, "I thought you were a burglar, what are you doing here?" "Pete, I thought you were a mugger, and I can be here if I want I did show you this place after all." That statement was true.

Eddie Brock was Peter's childhood friend who had to leave after the accident at Oscrop labs, his father had been a member of the team who was injured at the time, but he had survived. After that he took Eddie and left New York, that was years ago (Eddie is 19). "What are you doing back here?" Peter asked his old friend. "I was visiting near Queens and thought I'd stop by the old warehouse we use to goof around in. But never mind that how did you get so strong? I remember before you could barely lift 40 Lbs. and now you were able to beat me in a fight." "Some stuff happened. It's good to see you man." Peter said as he hugged his old friend. "I missed you to little brother." Edie said as he returned the hug.

**Boom! Another chapter done. I'm trying to introduce new characters and plot ideas, you'll see how Gwen and M.J. get along and Peter's further isolation from his friends and family as he continues as spider man hope you like it. **


	10. Chapter 10:Not So Fantastic Meeting

**Disclaimer: I don not own Marvel or any of its characters; all rights go to their respective owners.**

**Chapter 10**

**Not So Fantastic Meeting**

* * *

Peter and Eddie were still in the warehouse chatting about their respective lives; Eddie's father was in town for cancer treatment as he had developed lung cancer. Peter told Eddie about his uncle's death and his friend's coma. "That's harsh man."

"Yeah, well I've found ways to cope with it."

"Like tinkering, that some high grade stuff your making there. Who's it for?" Peter looked down at the device he was currently finishing for Matt. During Spiderman's fight with Shocker he had noticed how the air blasts had affected Matt's sonar anilities, the devices he had just finished would help to counteract that weakness.

"Just something for a friend." Peter finished his work and got up from the workbench. Looking at the time he noticed it was about 10:30, he had arrived at the warehouse around 6:45. Peter and Eddie left the area and headed towards the now bustling streets of New York. Peter said goodbye to Eddie after exchanging their cell numbers.

* * *

Peter headed back towards his home and opened the door, walking inside he stopped when he saw both May and Gwen glaring at him from the kitchen door. "Uh what's up?" Peter asked questionably, confused on why they were glaring at him.

"Where have you been?" May asked sounding pissed, "We have guests here in our home and your out the door before anyone wakes up. You think I wouldn't give you lip over this?"

"Well I had things to do and people to see." Peter retorted with a hint of irritation.

"Peter why didn't you leave a note or something? May was worried; she says you've been staying out late and barely staying in one place. What's going on?"

"I've got a job and a lot of responsibility that goes with it!" "

You have used that excuse so many time! Blaming it all on your new job! If it's so troublesome you just quit it!" May said trying and failing to keep calm. Peter's patience had almost reached his limit.

"I can't quit working because someone has to help pay the bills! Someone has to make sure we don't lose what we have left! I wish I could spend more time with my friends, with you! But I have more responsibilities than just my job!" With that Peter ran past them both slamming the door to his room before ascending the staircase into the attic. This outburst left both May and Gwen stunned.

Peter needed air and to blow off some steam after the argument he had with his aunt May. He quickly changed into his costume and leapt out of the attic's window swinging down the streets and into the city.

* * *

**Watson's Residence **

Mary Jane was surfing the web when she stopped reading the website, she got up and stretched. She was currently thinking of her knew next-door neighbors, Gwen and Peter, more specifically the latter. She had only known the boy for about a week, but she was already great friends with him, he was sweet, nice, thoughtful, and the bonus was he was pretty cute. She was a little worried about Gwen though. She had clearly known Peter for a long time, it didn't help that she was beautiful as well. She liked Gwen as a person, she had even become pretty good friends in the first night they had met. But she had a strange nagging feeling that just wouldn't stop bugging her. She couldn't be jealous of her elation ship with Peter could she? M.J. quickly leapt from her bed and walked to the window to get a breath of fresh air. As she opened her window she noticed a strange figure stepping out of the attic in the Parker's house. The figure was wearing a black and red suit and fired a thin and reflective line towards a nearby building. He then leapt high into the air and started to swing down the street and into the city.

M.J. stood in shock as she tried to comprehend what she had just witnessed. She had just scene the masked vigilante Spiderman leave the Parker' house, from the attic window. The same place Peter was now rooming in. She tried to think of this situation as logically as she could, but she could only think of one thing. Was Peter Parker Spiderman?

* * *

**New York City; 8:00 P.M.**

Peter had spent most of the day as Spiderman. He had broken up four muggings, one bank robbery and a car chase all in one afternoon. He was feeling a lot better, venting his frustration by doing some good. He landed on the roof of a very tall building. He looked over the city he had grown up in. He smiled knowing he was at east making the city a bit safer which each crimehe prevented. "Man I love this place!" he said out loud only then did his spider sense activate making him wheel around looking for any signs of danger, but the roof top was clear of any presence except his own.

"This can't be good!" Peter said, he had scene to many horror movies to know where this was going.

"No, it's fantastic!" a voice shouted from above. Peter looked up in shock as he saw a human being completely engulfed in fire flying in the sky. He then landed on the roof of the building about 10 meters away from Spiderman. The flames on the mans' body began to dissipate, revealing a young man (about 18) with short blond hair and blue eyes. Peter could not believe standing in front of him was the Human Torch, Johnny Storm!

"Great work baby brother now he knows were here." The voice came from just to Spiderman's left, said hero quickly jumped away from the area searching his surroundings for whoever was speaking. Slowly a beautiful, blond haired woman began to take form, Sue Storm the Invisible Woman.

"Yeah, Great goin' matchstick." A gruff and deep voice sounded from right behind Sue, a large figure made entirely of orange rocks stepped out of the invisible force field that sue had made.

"Indeed Johnny not the best move, but I suppose with our presence now known we should get straight to business." This was spoken by a man with dark brown hair with graying edges. Read Richards and Ben Grimm, Mr. Fantastic and The Thing had also joined their team members on the rooftop. Spiderman looked over all four of the super heroes, he couldn't believe that The Fantastic Four were here right in front of him.

Peter didn't know what to say, here was one of the world's most famous and influential super teams standing right in front of him. Spiderman could tell that by their posture and the air they carried around them that they weren't here to congratulate him on a job well done. Mr. Fantastic was the first of the team to speak, "I want you to know that your intentions are noble and we appreciate your help, but-"

Thing cut him off by saying "You've been putting every bad guy you come across in the freakin ER kid!"

"You're actions are really the stuff of heroes. You make think your doing the right thing but putting people in the hospital is not what we do. We save lives and encourage people to do the right thing." These words were spoken by Sue Storm, who had stepped forward.

"Yeah… the stuff of heroes. Don't make me laugh, you guys may think your heroes but that's a pretty shitty lie." This comment clearly was not what the group was expecting.

Johnny spoke up in anger, small flames began to light on his body, indicating his anger, "What's that suppose to mean!?" Spiderman glared at the young man before speaking up.

"Face it storm you are a self absorbed punk who does more for publicity then heroics, and the rest of you are basically Richards' lab assistants!" Peter could no longer control his emotions. Every little personal tragedy, every shred of stress and anger began to boil over, his previous mood forgotten. The rest of the FF Read included looked at the young man in shock as he continued his anger filled rant against the. "When was the last time you actually stepped out side the Baxter Building huh!? You're out in the universe and in your little science lab studying new ways to be useless! You go out and fight the big bads, but that doesn't affect the big picture as much as you think. You and the Ultimates fight off the hounds, but all you do is scare the rats back into hiding, People like me do the exterminating." Spiderman finally stopped to catch his breath, this gave the other members of the FF to say some words of their own.

"I see what you are trying to say, but we have to tell you that you can't change the world like this."

"Tell it to someone who will actually buy that shit." Spiderman began to walk to the edge of the roof as he looked out on the city. "You can either help out, or stay the hell out of my way!" The wall crawler then leapt from the roof of the building and shot a web swinging away into the night. The Members of the FF were left in shock as the young hero's speech.

"Next time I see that guy I'm gonna pound his stupid fa-" "

Ben Please, well let him go. He's right though" the members of the Fantastic Four stood in silence on the roof as the city continued to swirl and buzz without a care in the world.

* * *

**Warehouse, 10:00**

Peter stepped into his warehouse and double-checked that it was empty. Ever since Eddie's break in, Peter had become a little paranoid of his lair's security. He removed his costume and changed into his civilian clothes. He then sat on an old couch and reflected on today's events. His anger had caused him to lash out. As he was thinking his cellphone rang, he looked at the caller ID and saw it was Mary Jane. "Hey M.J. what's up?" Peter asked exasperated from his recent woes.

**"Peter where are you!? May is worried sick, so are Gwen and I!"**

"M.J. calm down! I'm fine I'm at Harry's apartment right now I'm spending the night."

**"Is that really where you are?"**

Peter didn't answer her question, "Just let aunt May know ok?" and without waiting for another response he hung up the phone he then called Harry.

**"Pete?"** he heard Harry answer on the other line.

"Harry I need a favor, if my aunt calls tell her that I'm at your place ok, we got in a fight and I just can't deal with it right now."

**"Alright man, I'll cover for you, on one condition."** Peter paused for a moment before answering.

"What is it?"

**"I'll tell you when I need it done ok? Don't worry it's nothing shady or illegal. So deal?" **

"Deal thanks man"

**"Hey what are friends for?"** and with that Harry hung up the phone. Peter sat in silence before falling asleep.

* * *

**Parker Residence**

"So what did he say?' Liz asked Harry as he hung up the phone.

"He asked me to cover for him, I told him I would but he would owe me a favor." He and Liz sat at the Parker's living room table with Gwen, M.J. and captain Stacy. May Helen and Marc were out getting dinner at the moment. This gave the five a perfect opportunity to talk about their friend's strange behavior.

"We'll have to get him to meet us somewhere where he can't weasel out of." Gwen said.

"I checked those dates that you said Peter was at work, being an intern accountant at my dad's company allows me access to employee work hours. Other than an extra hour or two on the days he's been assigned lab work, he never took any extra shifts. He lied to May and all of us."

Captain Stacy looked at the four teens before speaking. "I'll talk to him, he must have a good reason to be lying, he's a good kid."

"Dad no one thinks he's doing anything bad. We just –"

"I know what you mean Gwen, I'll take care of it."

* * *

**Baxter Building Gym**

The thing watched as Johnny tore/burned through another punching bag (the fifth one, made from flame retardant materials) while his fists were on fire. "Keep it up matchstick, you'll be putting the delivery guy's kids through college at this rate."

"Sorry Ben, it's just what that Spider-jerk said, it really pisses me off!"

"Me too kid." Ben responded.

"But you want to know the worst part? He's right! We could be out there making a big difference, but instead where exploring the Negative Zone because Read found some fancy new particles." Ben looked up at Johnny questioningly.

"Look kid I admit the guy gets sidetracked with his techno mumbo-jumbo but we got to trust him. If we follow Read-"

"Look what following Read has done for us Ben, Look at what following Read did to me!" Johnny's body lit on fire as his anger rose "Do you know what it's like Ben!?"

Ben's voice turned solemn as he looked at Johnny with sadness in his eyes. "I do kid I look at it every day in the mirror, I feel it every time someone looks at me." Johnny immediately realized how careless and selfish his statement had been.

"Ben, I'm sorry I didn't mean to-"

"It's fine kid, I know what you meant. Listen were all one big family of accidental freaks, but don't forget were family. And don't ever, for one second, think that Read doesn't feel any guilt for the space storm incident. He lives with it every second of his life. He's trying to make sure we can at least live a good life. But you and that Spider-punk got a point. We need to do a little more of a proactive job here. I know Read and Sussy are thinkin it over too." With that the two teammates sat in silence as they thought about what Peter had said.

* * *

**Bank, 1:00 A.M.**

Three armed men ran out of the bank after cracking the security and the vault. With no alarms being set off even this Spiderman wouldn't know about them. He and his crew were fleeing the scene, but as they approached their get away vehicle, one of them was struck with a metallic cord which coiled around him. The man was then hurled into the car, being smashed though the vehicle's roof. The other was snagged by the same line that struck their partner. After the second criminal was snared a small and thin figure descended on the third criminal. The man tried to fire off his machine gun at the hidden figure, but the figure was easily able to dodge the bullets before clinging to a wall, the figure's hand began to crackle with green electricity before it fired it off in an electric blast that struck the last robber full force. The man crumpled from the energy unleashed from the blast. One of the criminals was still conscious while being hung upside down on a thin metallic wire. The figure stepped into the light revealing a woman wearing a form fitting red and white body suit, there was an opening in the back of the mask that let her long brown hair down.

She stepped forward towards the terrified criminal, "Send a message out around town, I'm looking for Spiderman. Got it?" the man weakly nodded, as the women began to walk away the criminal asked one question.

"Who are you?" the masked woman stopped walking and turned around.

"The names Spider-Woman." Then she fired off a cord into the night and swung away.

* * *

Jessica Drew could understand why her twin loved web swinging so much, it was freakin awesome. Being able to freely swing through the city was so mentally and physically freeing. The new wrist mounted grappling lines were pretty handy in a fight, though they were built to allow her greater mobility. Her venom blasts were great for ranged combat, apparently her brother had a weaker form of her mutation. But from the feats he had accomplished he was physically stronger than her. While Hydra's experiment allowed her to lift 15 tons, her brother had been shown to handle at least double that amount. She also couldn't naturally stick to walls, but shield had equipped her boots and gloves with a special glove that mimicked the adhesive abilities of her brother (think the wall crawling gear in MI: Ghost Protocol). Her suit was also interwoven with a specially constructed unstable molecule compound. It could greatly reduce the impact of kinetic force although a bullet would still feel like a punch fro a thug to a normal person, but Jess could handle more than her fair share. She landed on a tall building overlooking the area of Queens.

Jessica had hoped to run into Spiderman on her first night out, but she knew it was just wishful thinking. She never new about her brother before a few weeks ago. She had been so caught up in being an agent of S.H.E.I.L.D that she hadn't bothered to look for or reconnect with the rest of her family. Part of her knew she would love to meet them, but another part of her knew she would never truly fit in. She had been stolen at birth, robbed of her childhood and made into an assassin. The worst part was she didn't want to leave that life, she loved the thrill and the role of an agent, but she wanted to know what a family was. She'd be lying if she said she wasn't nervous about meeting her brother. Being a new hero was fury's idea, the name she had come up with (Literally the second the criminal had asked for her name.)was her own. She started to berate herself on how stupid she sounded, it was like she was trying to be her brother's sidekick! The major issue was how she was going to approach her brother with the news that she was his sister. She sat on the edge of the building and looked out over the city.

"Man I wonder if this how he feels when he has to think of stuff like this."

* * *

**Done with this chapter, Hope you liked Peter's meeting with the FF members.**


	11. Chapter 11:Snowballing

**Disclaimer: I do not own any characters from Marvel; all rights go to their respective owners.**

**Chapter 11**

**Snowballing**

* * *

Peter was currently walking back to his warehouse after dropping off a package to Matt in Hells Kitchen. As he walked into the warehouse he received a call from Eddie. "Hey man what's up?" Peter asked his old friend as he answered the phone.

**"Hey Pete, I need your help."**

"With what? Is everything okay?"

**"Not really, Pete…. I'm dying."**

* * *

**Warehouse**

"How do you have lung cancer?! Eddie you don't even smoke!" these words came from Pete who had ran to the warehouse after Eddie called him.

"The second hand smoke is what got me, Dad always did try to keep me away from him when he lit a cig. It probably didn't help that I have a gene mutation that makes me 25% more likely to contract cancerous diseases." Eddie chuckled in what seemed like shocked horror; he was still trying to wrap his head around his situation.

"This can't be happening, Please tell me you've developed some sick humor and this is all some type of gag!" Peter grabbed Eddie by the collar while he screamed at him.

"No joke Pete, as many times as I've pranked you when we were kids, this ain't a joke." Peter dropped Eddie who just sat on the floor. Peter walked past him about eight feet before grabbing the nearest piece of furniture and hurling it across the room, the chair shattered on impact with the wall. Peter was in mental despair, first he had lost uncle Ben, then Flash was put in a coma and now his best friend from childhood, his surrogate brother was now dying.

'Fate tell me, why are you such a fucking bitch!? You are taking everything from me!' These thoughts echoed through Peter's head as he came to a decision. "Eddie how can I help?"

Eddie looked at Peter hope filling his eyes. "When our dads both worked at Oscorp they developed a compound, an organic substance that could symbiotically link with its host and restructure their body, curing it of any disease or injuries! My dad tried to code it for his DNA to cure his cancer, but after he found out what was happening to me, he tried to recode it to me."

"So that's all we have to do? Set a genetic code and program it for your DNA?"

"It's not so simple Peter, the suit had negative effects when it comes in contact with anyone not properly matched to its code. It could kill me the second I put it on! And they were only able to recode it once and by accident, all the notes and data on the suit is locked in storage. I'd have to start from scratch."

"You won't be alone in this, I can help restructure the code if I can. Do you have the suit?" Peter asked and Eddie nodded in response.

Eddie put a heavy metal briefcase about 2 feet in height and width. There was a nitrogen tank attached to the top of the case, with steam coming off of the case. Eddie opened the case and revealed a slightly frosted window plate of glass covering a black sludge like material. The temperature on the monitor read -50 degrees. Eddie then inserted a syringe into a small whole that was on top of the glass. He pulled out the syringe to reveal the black sludge before putting it into a slide machine as to analyze the genetic structure. "So that's the suit?"

"Yep, whatever you do don't let it get on you. If not properly coded it can cause cellular degeneration and increased aggression, and with the suit giving you enhanced strength, that could become a major problem."

"No, kidding."

'If any of that stuff got on me it could cause some major damage.' Peter and Eddie began to work on rewriting the suit's genetic code.

* * *

**S.H.E.I.L.D. Headquarters, The Triskelion**

Jessica slammed another training droid into the ground breaking its neck and rendering it motionless. A beeping noise was heard and a holographic clock appeared in front of the new Spider-woman. The clock read **3:25:89 seconds**.

"Looks like you set a new personal best." A female voice said from behind the teen, she turned to see her best friend and fellow shield agent Felicia Hardy standing by the doorway. Felicia was a tall and beautiful woman (age 18) with long white hair and a great figure. She walked into the gym and looked around the room. "Twenty-two battle droids in under four minutes, pretty badass."

"Yeah well I have to keep up with my training if I'm going for this whole 'hero' thing."

"Yeah how's it going? You know, meeting your twin after sixteen years."

"With our birthday coming up, I don't even know if I should try and contact him. I mean wouldn't you be shocked if you found out you had a missing family member come out of the blue?" Felicia looked at Jessica before answering.

"You are looking at a girl who didn't know that her never-there-father was a professional stealth expert and burglar for S.H.E.I.L.D."

"Oh yeah sorry." Jess said now feeling bad.

"Aw don't sweat it, and if need be I can help you get in contact with him."

Jessica looked at her friend with a questioning look, "Why would you do that?"

"To help my best friend and her hot brother."

The last part of Felicia's sentence caught Jessica's attention. "What!?" she looked at her friend, was she hitting on her brother, the one she didn't even know?

"What? I mean I've got to admit being a dark and tough superhero does up your chance with the ladies." she said.

"Felicia I should kick your ass for trying to hit on my little brother." "

Little he 's your twin, and you seem awfully sure that you are older."

"Oh please I'm been kicking but since I was 12, I'm clearly older." Felicia looked at her fiend wit an 'are you serious' glance.

"Oh well, If you need help you know where to find me." And with that Felicia exited the training room leaving Jessica alone.

* * *

**Warehouse**

The test the two young men had been conducting were yielding little results. The Symbiote was resisting almost all attempts to change its genetic lock. The substance seemed to become almost aggressive like an animal as it began to stir and move inside the case. "Peter we need to call it a night, if the suit becomes anymore aggressive who knows what will happen."

"Fine." Peter didn't like the idea of calling it a night; they had barely understood its genetic makeup enough to begin basic alterations. Peter took the vile of the symbiote and placed it in the deep freezer he ha inside the warehouse.

"I'll see you tomorrow Peter." Eddie said with a hint of depression in his voice.

"Eddie!" Peter shouted drawing his friend's eyes to him, "We'll find a way to make it work!" Eddie gave a half hearted smile and began to walk out of the ware house

"Of course we will." He said before leaving the building.

Peter collapsed on the floor and he slowly thought over the event of the week. His fight with his aunt and now Eddie's condition. It was like some form of a cruel joke, pretty weird that his sixteenth birthday was on the way. He felt like there was nothing to celebrate, but plenty of things to mourn.

* * *

He left the warehouse and walked towards his home. When he arrived he heard several voices inside thanks to his enhanced hearing. "So what are we going to do about Peter, we can't just sit here and do nothing!" this voice was Harry's, everyone else started throwing in ideas to try and figure a way to talk to him.

Peter decided to end their conversation as he walked in the door. Everyone turned and looked at him in shock, not expecting him to be home. Peter looked at all of them before speaking, "I'm home." With that he walked up the stairs to his room leading to the attic. The members of the house who had been at the table were now worried that he had overheard them. They quietly tried to discuss ways of getting Peter to tell him what was bothering him until Harry spoke up.

"I have an idea!"

* * *

**Hell's Kitchen, Murdock Law Firm, Next Morning**

"Hey Matt! There's a package for you!" these words rung in the ears of Matt Murdock as he walked out of his office he heard his friend and fellow partner toss him a box. Matt easily caught the item and did an inspection. He smelled no chemical compounds and heard no ticking or mechanical parts. This indicated it wasn't some time of bomb. He opened the package and felt to ear buds wrapped in a nice package there was a piece of paper with it; there was Brail writing on it. Matt read the letter. Apparently it was from Peter. The devices in the box would help to regulate and dampen sound if it became to loud. The devices also could enhance the sound waves or isolate them as well. Matt smiled this would sure come in handy.

* * *

**Parker Residence**

"How could this have happened?" George covered his ears as his wife wailed at the piece of paper they had picked up in the mail. "This is ridiculous the housing company has gone bankrupt! How can we move into the house now?"

"Helen calm down we always find a way out of these situations this one won't be different. But we keep this to ourselves okay? The kids don't need to know."

"So what happened to the company?" the sound of Peter's voice caused both George and Helen to jump.

"Peter? What are you doing in here?"

Peter gave him a look before answering, "Sir this is my family's kitchen." George mentally slapped himself for forgetting that fact. "So the company owners embezzled or something?"

George sighed, "Yes and now we might lose the new house and the deposit we had on it."

"So you might need a lawyer to represent you to get back the deposit right?"

"Peter we can't afford a lawyer right now." Helen said worry lacing her voice. Peter got up from the table he had sat down at and walked over to the home phone. He picked up the phone and began to dial a number. "Peter what are you doi-"

"Shhhsh! It's ringing." The phone rang for a minute before it was answered by a familiar voice.

**"Murdock law firm, how may I help you?"**

"Hey Matt."

**"Peter? Just the man I wanted to thank. Didn't know you were so good at tinkering."**

"Yeah, I dabble. You like them?"

**"Yes I do. I'll have to try them out sometime."**

"That's great! But the real reason I'm calling is there is a bit of a legal problem that's come up, I could use some help."

**"Not a problem, come down to my office in about an hour."**

"Great!" With that Peter hung up the phone and went to the bathroom to take a shower, he told George to get ready to go to Hell's Kitchen.

* * *

**Hell's Kitchen**

"Peter, how do you know this Murdock guy?" George asked as he and Peter walked down the street towards the Murdock Law Firm. "I met him through a certain incident, don't worry he owes me a favor, also he is a great lawyer, he wins his cases and works for really reasonable rates." With that Peter let George into the building. They walked into the office and saw Matt waiting for them.

"Welcome, Please sit." He gestured to the chairs in front of him.

* * *

After about an hour of talking the three men seemed to come to an understanding. Matt would represent the Stacy in a court hearing. Peter and George thanked Matt before George left, peter stayed behind for a minute to thank his secret vigilante friend. "Don't worry about it Peter, If you really want to pay me back I'll give you a call when I need your help on patrol."

Peter smiled at this and left the office walking back to Queens with George. They walked in silence before George spoke "Peter, I'm going to b a little blunt with you. Everyone is getting worried of what you are doing away from home."

Peter remained silent allowing George to continue, "You disappear every night and no one knows where you've ben going."

"I've told you I've been putting more hours in at the labs." Peter said as if the line was rehearsed (It was).

"We know that's a lie. Harry checked your work schedule, you never checked in on any of those days." Peter's eyes widened at this revelation. He looked at Stacy in shock and anger.

"Harry told you that!?"

"Before you get any madder, Harry was with us the night you asked him to cover for you." Peter mentally smacked himself for not thinking of that possibility. "Do you think we would just not notice how distant you've been becoming, Jesus Peter where do you go sometimes?"

"Listen, I got a lot on my plate at the moment." Peter said a little bitterly.

"Peter you can't do everything on your own. You have us to help you!"

"But you can't help me, none of you can! You don't know what I been doing and you will never understand!"

Peter's Phone then began to ring, he picked it up to hear Eddie coughing, "**Pete I need you to come to the warehouse, now."**

"Ill be right there." And without saying goodbye to George, he left.

* * *

**Warehouse**

Peter arrived at the warehouse and looked in the lab to find Eddie hard at work with the suit. He was currently trying to realign the genetic code. Peter approached him and looked at the lab table noticing several bloody syringes on the table, growing concerned Peter looked at Eddie and noticed he was looking rather pale and tired. "Eddie, what have you done?"

Eddie looked up at Peter, "I been trying to use my blood to change the suit's code. It's been working a lot better than our previous method." Peter looked to Eddie's right and saw a small bottle of pills was opened and was almost empty. Peter walked towards the object and picked it up.

"Eddie how many of these have you taken?"

"I lost count after the fifth pill." Peter looked at his friend in shock. He then looked at the suit in the case still contained in the glass.

He noticed that the symbiote seemed to be smaller and it was moving more rapidly inside the case, it seemed like it was trying to get out. Peter looked at Eddie "Hey is it me or is that thing getting more aggressive?"

"It doesn't matter we need to finish redesigning the code." He looked desperate.

"Eddie what have you been doing with the suit to make it so small?" Eddie didn't answer and Peter looked at the microscope he was using to examine the suit sample. The sample was significantly larger than the last ones.

"Eddie how many samples have you been using?"

"The number doesn't matter, if I don't fix this code then I am dead!" Peter could see just how desperate his friend had become. He was desperate enough to gamble his life on a suit that might kill him. Peter noticed the case was beginning to move on the table. There was a faint thumping noise that eminated from inside it. Peter and Eddie both looked at it before the symbiote sample in the microscope jumped onto Eddie's hand.

"Gahh!" Eddie cried out as he fell down, the black substance crawling down his hand. Peter tried to help him but the case on the table shattered, the symbiote leapt from the case and onto Peter, enveloping him in the substance. Eddie saw his friend and rushed to help him, he grabbed onto the suit and started to pull it off of his friend. The substance could sense that this person was now housing a part of itself. It immidietly shifted its focus onto consuming Eddie.

The suit left Peter quickly enveloping Eddie. He tried to fight the creature off but he was ultimately consumed by the symbiote. Peter looked up in horror, having been temporarily disoriented by the suit's attack, at his childhood friend now covered in the black suit. The form of the creature began to convert from a sloppy form into one that was more humanoid in appearance but no less horrifying. The creature was all black and had tentacles spewing from it back, to strange white symbols covered its eyes and the chest was covered by a large white spider symbol.

The creature looked down at the still motionless Peter before it roared, it charged the young man's position but Peter was able to dodge it. He landed on one of the banisters of the warehouse rafters. "Eddie! It's me Peter, you Gotta fight this!" He said this as he dodged several more blows meant for his head. He was suddenly grabbed from tentacle that struck from behind. It grabbed him and hurled him into a wall. The force of Peter's impact put him through the wall. The last thing that peter saw before blacking out was the monster smashing through the warehouse door.

* * *

**Parker Residence**

Gwen and Mary Jane had been trying to figure out a way of convincing Peter to trust them with whatever it was that he was hiding. The hard part was M.J.'s own nagging feelings about what she saw the other day; Spiderman leaving Peter's window. They had tried to call him, but his phone went to voice mail 3 times. "Where could he possibly be?" M.J. said as she was beginning to grow anxious.

"I don't know. He may be down by the warehouse."

"Warehouse?" Mary Jane asked.

"Yeah when he was a kid he and his friend Eddie would hangout all the time their."

"Do you know where it is?"

"Yeah, lets check it out."

With that the two girls left the house heading for Peter's hideout.

* * *

**Okay cliff hanger. Ill try to update pretty soon. Until then enjoy!**

**And if you want anymore hero team ups with Spidey post it in the comments. **


	12. Chapter 12: Venom

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**I'm planning on introducing the Ultimates pretty soon, the roster will include:**

**Captain America**

**Thor (In his ultimate incarnation, I really liked the axe/hammer weapon)**

**Giant Man/Ant-man (I've always liked that he was two heroes and being small he still packs a punch.)**

**Wasp**

**Iron Man (in his ultimate armor, but slightly younger, probably 21-22, youngest member of the team, as a result I'm planning on him having a team up or two with Spidey, good for the character development. Also his armor is faster and has more concealed weapons, plus he will be undergoing some trust issues)**

**Hulk (Though like the ultimate hulk from the ultimate avengers animated movie, violent and angry, kept locked up as Banner in the Triskelion, though he can still help as a scientist)**

**Black Widow**

**Hawkeye**

**Maybe Quicksilver/Scarlet Witch (Let me know if you really want them, but no incest, it's just creepy, if you don't know about that look up their ultimate versions) **

**If you have any one else you would like to have make an appearance review and comment on it and I will respond as soon as possible. I'm also thinking of doing an Ultimate Ironman fanfic in the same universe as this story. What do you guys think?**

**For images of venom: /images/00/40/47/36/comics-venom_ **

**Chapter 12**

**Venom**

**Outside The Warehouse **

Gwen and MJ stood outside the gate of Peter's warehouse. They both decided to hop the fence despite its size. After some haggling, in which both girls had gotten part of there clothing stuck on the fence, both were able to get over the barrier. The two teens walked into the warehouse where their jaws dropped in shock at the destruction that was housed in the warehouse. They were shocked to see lab equipment and furniture thrown about the room, broken and destroyed. The biggest concern to the two teens were the large holes that used to be the warehouse walls. One hole led to the outside, the other led further into the warehouse. The girls cautiously approached the hole, peering in they saw Peter half buried under some wooden beams and rubble from the wall. The two quickly ran to his side moving as much debris as possible from the boy. "Peter! Are you okay!?" MJ's frantic voice echoed in the boy's ears startling the young man awake awake before groaning in pain. The two girls quickly helped him to his feet. They helped to brace the young teen as they carried him towards a column, which he promptly leant on for support. The girls then looked him over to make sure he was fine "Peter what the hell happened!?" "Eddie… I need to go!" As if just remembering the events. Peter pushed himself off metal column as e stumbled towards the warehouse exit. Before he could move any further his path was blocked by Gwen. "You aren't going anywhere!" Gwen exclaimed. Both Gwen and MJ stood in front of him blocking him from leaving. "You have some serious explaining to do. What are you doing here and why is that hole in the wall?" MJ's questions where making Peter's head spin, the earlier pain from his brief battle with Eddie wasn't helping either. He remembered everything that had happened earlier that night, the suit, it wasn't helping Eddie. It was poisoning him, and this venom was going to kill him if Peter couldn't stop it.

"MJ, Gwen, I need you to move now!" Peter was struggling to stop the rage from leaving his voice. "I need to help Eddie, he's going to die if I don't!" "Eddie? Eddie Brock? What does he have to do with anything?" Gwen asked. "Everything! I need to stop him he'll die or worse he might kill someone!" MJ spoke up "What is going on? Who is this Eddie?" Peter tried to push pat them without hurting them. "I don't have time to explain!" Gwen refused to budge as she had had it with her friends attitude. "Then make time Peter! You disappear every night and now when we finally find you you're ready to up and leave again! You need to explain!" Peter's rage finally boiled over as he screamed at both girls. "I wish I could tell you what I've been doing but I can't! Now get the Hell out of my way or I will throw you out of my way!" throughout the conversation Pete's claws had popped out, which the girls were now staring at in shock. Peter realized what they were staring out and quickly retracted them. But the damage had been done, MJ walked forward and grabbed the edges of Peter's torn shirt before yanking it down, the damaged fabric tore easily revealing Peter's spider suit below it.

Both Gwen and MJ stepped back, Gwen in shock that her best friend was the violent vigilante, and MJ in shock that her crush and new friend was really Spiderman. Peter stayed put for a second before walking past the two and pulling out his mask. "You both need to go home. This my fight and I'm going to finish it. I am not losing another friend, not if I can help it!" With that he put on his mask and ran out of the warehouse intending to track down Eddie and his symbiote. Gwen collapsed on the floor while MJ slumped against a wall. Both stayed silent as they watched their friend dash through the streets and into the night.

…

**New York City Streets**

Confused, angry, scared, hungry, these were the emotions that Eddie Brock was feeling as he trudged through the streets of Queens. He had killed him his best friend, he had thrown him threw a wall. After Eddie had fled the warehouse he leapt and crawled for 15 blocks until the suit retracted into his body. He couldn't think clearly, he was so scared, so angry, and the hunger he was experiencing was beginning to drown out his senses. He stumbled into the alleyway behind a building and collapsed on the ground. He could feel the suit taking over again, and he knew this time he couldn't stop the monster. "_Help_…" he weakly called out before being engulfed by the suit yet again. The black goo seeped from every pour on the mans body, covering him in the symbiotic substance. The suit's mass began to bulge and grow, transforming itself back into its monstrous form.

The creature now rose from the ground and began to trudge down the streets. The creature now looked like it was searching for something. At the same time a homeless man began to hobble into the streets, completely oblivious to the monsters not even a block away. The creature saw the old man and leapt at him. Before the man could understand what was happening the symbiotic monster had tackled him to the ground. The man let out a scream as the creature sank its teeth into his flesh. The man's screams became silent as the beast feasted on his body. He drank the marrow from his blood and bones, ripped the protein from his muscles and left the rest on the street in a bloody mess. The creature felt satisfied for the moment, but suddenly its body convulsed, it muscles bulged and expanded, its bones and body itself grew to be about 9 feet tall streams of black tendrils flailed wildly on it's back as it teeth became larger. The creature smiled, it was hungry again. It could see large groups of people in Central Park, ready and unsuspecting. The creature retracted into its host leaving a confused and disoriented Eddie helpless on the streets. He looked up to see the large garden that was Central Park, he felt an urge to go there (The symbiote's mental persuasion on it's host) "Help…I need their.. help…" Eddie began to stumble down the street heading towards the park.

…..

**Peter's Location**

Spiderman swung through the city of New York looking for his friend. He swung on every building that could allow him to see the streets of New York in their entirety. Eddie's trail of destruction was rather contained in comparison to what had happened at the warehouse. The suit had not only enhanced Eddie's strength to superhuman levels, but it could also use it own biomass as tendril like weapons. The worst part was it didn't trigger his spider-sense. He had been taken completely by surprise when he was knocked unconscious in the warehouse. Now he was not only looking blindly over the city, but he was basically a sitting duck if he was attacked by the symbiote.

Other than Eddie, Peter was also worried about what Gwen and MJ had seen. They knew his secret. If they told May he didn't know what he would do. He shook his head focusing. Stopping Eddie took precedent over his identity problem. He swung up to a building and perched on a gargoyle that overlooked part of the city. 'Damn it Eddie! Where are you?' Peter then heard the whirling blades of a helicopter; he looked to his right and saw a news chopper heading towards Central Park. 'This can't be good'. Peter swung from building to building. He then decided to test out a new device he had put into his mask, a special transceiver that could pick up radio waves. After setting it for the news broadcast he heard word of a large black monster in battle with a masked vigilante. 'Is Matt fighting that monster?" Spiderman thought, if it was he sure could use the help. He landed on a building over looking the park and saw Eddie now covered by the symbiote (Peter had decided to call it Venom), he was currently trying to hit a smaller figure who was dressed in a red and white costume with a spider symbol on it. 'Who the hell is that!?' peter thought. He decided he could ask questions later as he jumped into the fierce fight raging on street level.

Jessica, currently dressed in her Spider-Woman gear, had been casually visiting the park when a monstrous black creature had sprung out of nowhere. It began to attack people, but thanks to Jess's special training she had jumped straight into the fight. The creature was incredibly strong as her punches and kicks seemed to only annoy the monster. The good news was that it was not attacking people anymore but her. Then there was the bad news; she had no idea how to stop this thing. She dodged another blow from the monster, skillfully avoiding several tendrils that the monster had whipped at her. After landing on the ground, Jessica quickly unleashed a surge Venom blasts, her hands sparked with green electricity before firing them straight at Venom. The monster met the blast head on like an animal. However, it wasn't expecting the attack to be so powerful, the beast screamed in pain as it staggered on the ground, momentarily stunned. Spider-Woman decided to push her advantage as she leapt towards the shattered street area. She grabbed a broken street sign, Before ripping it from the ground, the bottom part of the sign had become rather sharp. She leapt into the air planning to impale the creature while it was stunned, but as she brought down her makeshift javelin, she was kicked in the gut by a web swinging Spiderman. Jessica landed painfully on the ground, dropping her weapon as she hit the ground.

She looked up to see her brother perched on a car that had been hurled into the park during the fight. Spiderman glared down at the heroine, the glare was partly out of her attempted murder of his friend, partly for copying his idea, and largely from the fact she was recklessly endangering her life. From what Peter saw of the fight she definitely was a meta-human. She also seemed to posses a more powerful version of Peter's bioelectric attack. Unlike Peter, this woman was able to fire it from a distance. Peter always had to be in contact with his target, or touch an object that could conduct the electricity. Either way he spoke up. "What the Hell are you doing!? You could get yourself killed!" "Yeah no thanks to you!" she retorted "I almost had that thing until you stomped kicked me in the stomach!" Peter had to admit she had a point, but he didn't let that show. "We don't kill! The guy can't control that thing!" Jessica looked up at her brother before shouting out "You know this thing!?" Jess was surprised to say the least, she had no idea how her brother knew about this thing, but she would kill for some info on how to stop it. "I call it Venom! But that's just the black goo on the person inside! He can't control it!" "We have to take him down somehow!" "I'm working on it!" Spiderman thought over everything that had happened during their experiments with the suit. By this time Venom had recomposed itself after the initial assault it had been dealt by Spider-Woman.

Peter and Jessica dodged the in coming tendrils, shifting left and right, leaping and rolling to avoid Venom's vicious onslaught . Spiderman was definitely having some difficulty in avoiding Venom's attacks while trying to think of a way to beat it without hurting Eddie. He tried to think about how they kept it contained. Then it hit him. They had kept it at subzero temperatures, slowing it down. Now there was only a small problem, they had nothing remotely cold enough to begin to keep the symbiote at subzero temperatures. "Hey newbie! You know anywhere where there are industrial freezers!?" Jessica looked up at her twin, she was a little annoyed that he called her a newbie, but she was also curious on why he needed the freezer, "There are some located in the shipping yards! Why do we need them!?" "I've got an idea, follow my lead!" Peter then swung right in front of the monster and tackled him. Venom and Spiderman began to grapple, with Venom gaining the upper hand as he was physically stronger. However he was not expecting four mechanical spikes to emerge from Spiderman's back. Peter used the mechanical arms to pierce Venom's back before he delivered a flurry of punches into the creatures stomach driving the monster back.

Catching onto Spiderman's plan, Jessica leapt into the fray firing off her venom blasts further pushing Venom out of the Park. Venom let out a blood-curdling roar. "I think we pissed him off!" Jess yelled over the roar. "You think!? C'mon follow me! We're going to lead him towards those freezers!" With that Peter fired a web and swung away followed closely by Jessica. Venom saw his prey fleeing and quickly gave chase. The trio swung towards the docks. Peter and Jessica landed on the streets near a building with Venom landing about twenty-five meters behind them, ready to charge at the duo. The monster leapt at the two who dodged it by a narrow margin. They didn't anticipate the creature releasing its tendrils into the ground, the tendrils ripped through the foundation causing the street to collapse. The collapsing street took all three super-powered beings with it, sending the whole group into the sewers.

The group landed in one the city's sewer caverns, a large area filled with pipes, it looked like an underground dam. The super powered individuals recovered quickly from the fall, ready for another fight. Venom once again charged at the duo, intent on killing them. This time Spiderman charged at the creature meeting Venom head on. The two's collision resulted in them both being thrown over the edge of the dam. Peter used his claws and adhesive powers to cling to the wall as thousands of gallons of water crashed down on him. Venom was not far below him using his clawed hands to dig into the rock face. Jessica looked over the edge to see her brother and Venom still there.

Throughout the conflict Eddie Brock had slowly been digging his way out of the symbiotes thrall. He had scene everything that had happened. All the murders, all the damage. "_What have I done!?_" Peter recognized the voice and quickly responded to his friend's question. "Eddie you got fight this! I can help! Give me your hand!" "_No… I can't…I'm a monster!" _Peter noticed Venoms claws were leaving long scrape marks on the dam's wall. It was obvious the surface wouldn't handle much more strain. "Eddie take my hand!' Peter fired of a web line that stuck to Venoms arm. Venom looked up at the masked vigilante, knowing that under the mask was his friend. He looked down at the rushing water below him before he finally made a decision. "_No!" _Venom used one of his claws to slice through the web, right before he let go of the wall, plummeting towards the waters below. "Eddieeeee!" Peter screamed as Venom disappeared into the swirling vortex of the canal. Peter stayed under the crushing water cascading out of the dam's pipe until a grapple line connected to the wall next to him. He looked up to see Spider-Woman above him, beckoning him to grab hold of the line. He hesitated for a second before grabbing onto the line. Jessica quickly retracted the line pulling her brother over the edge. "Are you ok!?" she asked concern evident in her voice. Peter slouched his back against the wall before sliding on until he was sitting. "No, I'm the farthest from okay there is." The two stayed in silence as the only noise was the roar of the water around them.


	13. Chapter 13: Family Revelation

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**Just as a reference the FF and the Ultimate Avengers have only been around for a few months the only major battle they have had is against the Hulk when he got out of control. Also they don't know Stark is Ironman, they think he is the companies bodyguard and enforcer. They also think Thor is just a superhuman not a god. Spiderman got his powers about 3 months ago as of this point in the story. X-Men have been around a bit longer but only covertly not publicly, until now. So all of these teams are not "Veteran" heroic teams, but they do have experience to make them heroes in their own right. **

**Any characters you want to see make an appearance shoot me a review. Especially for the X-Men. **

**For images of Rhino: . **

**Chapter 13**

**Family Revelation**

**Water Canal**

"You are my what!?" Peter Parker shouted, anger and confusion evident in his voice. "I told you, my name is Jessica Drew Parker, the only daughter to Richard and Mary Parker, and also your twin." Peter shook his head in denial, "You can't be my sister, I do not have a sister!" Peter's words hurt Jessica though she tried not to show it. "If I had a sister I would have known about it, my aunt and uncle would have know about it wouldn't they!?" Peter's rant sounded more like questions, seeming to portray how truly confused this entire situation was. "They didn't know about me for some reason, I was kidnapped at the hospital by HYDRA a terrorist group, to use my mutant DNA to make me into a killer. They didn't target you because your x-gene didn't appear until you were twelve." "How do you know that!?" Jessica took a deep breath to steady her nerves before explaining her story. She had told Peter that she was his sister after unmasking herself a few minutes after Venom's down fall, needless to say the boy was not taking it well. She explained how HYDRA had trained her to be an assassin and how the Avengers Hawkeye and Black Widow rescued her and deprogrammed her of HYDRA control at the age of twelve. She explained how their mother was once the top operative of S.H.E.I.L.D. and how Fury had helped to train her to follow in her mother's footsteps. He had also kept tabs on Peter.

"I don't know why May and Ben didn't know about me. But the HYDRA operatives disguised themselves as medical personnel and informed our parents that I had died in the womb right before birth. After that they raised me and experimented on me." As Jessica explained the last part her voice began to fill with rage. Peter could sympathize due to his battle against Scorpion, an innocent victim who had their life stolen from them by some mad scientists wanting to play god. "Like it or not Peter you and I are family." Peter stood up and began to walk away, "I don't know what this is but we are not family." He then put his mask back on before he left the tunnels.

Jessica watched him leave tears forming at the corners of her eyes she quickly pulled her own mask on before racing out of the canal.

…..

**New York City, Queens**

Peter swung from building to building heading for his home in Queens, the whole time he thought about what Jessica had said to him. How could his parents have lied to him like that? Keeping it a secret, even if it was painful Peter should have had a right to know. He landed on the roof of his house and climbed in through the attic window. He made sure the mechanical lock he had placed on the attic door was in place he didn't want anyone to disturb him. He collapsed on the edge of his bed thinking the night over. It all added up to one big disaster. Eddie was gone, Gwen and MJ had found out his secret and Peter now had a twin he never knew about.

He looked at a box of old mementos from his childhood. Most of them were form him or his parents. He began to look through the picture albums. 'Can Jessica really be my sister?' he then came across a journal he had scene his father right in when he was a child. Most of these items had been shelved here in the closet due to how painful it was for Peter at the time. He had never read the journal and so he decided to do so now. He flipped through several pages seeing as they were mostly work notes about the project his family had worked on. He finally stopped when he saw a passage with a wedding photo of his parents. The following pages detailed how his mother had become pregnant. But the real kicker was the next page there was a small footnote in his father's handwriting. "**Mary and I were shocked to hear the news from the doctors. The results of the ultrasound have told us that we are having twins. We decided to keep this as our little secret, Ben and May will be so surprised when they find out we've had twins!"** Peter dropped the book in shock and exhaustion, it was all true. Everything Jessica had told him was true, she was his sister, his flesh and blood, and he had just brushed her aside. Peter lay down on the bed exhausted both mentally and physically. Tomorrow he would talk to May. He needed to ask her one question, and then he needed to find Jess.

…..

**The Next Morning**

May, George, Gwen, and MJ all sat at the breakfast table discussing plans for Peter's birthday. They were planning on surprising him tonight. Harry would ask him to come to his apartment where they would wait to spring the surprise. Gwen and MJ remained quiet for most of the conversation; they were still reeling from the revelation that their friend was Spiderman. The plan was almost complete but they all stopped talking when the heard steps coming down from the stairs. They looked at the kitchen door to see peter walking into the room. He looked like he had barely slept (he got four hours total). He stood in the doorway slouching against the wall. "Aunt May can I ask you a question?" May looked puzzled at what he said but she answered regardless. "If there was anything that you knew about our family that could be hurtful, would you tell me? Just to spare me the pain of hearing it from someone else?" everyone looked at Peter in disbelief, completely blindsided by the question. May although shocked at the question responded honestly to her nephew. "Yes, I would." Peter walked towards he rand wrapped her in a hug; this action further confused both May and the other inhabitants of the room. "Thank you aunt May. I'm sorry for the way I've been acting, I promise I'll explain later. Right now there is something I have to do." With that Peter left the house and ran down the street into an alleyway. He quickly changed into his Spiderman uniform and leapt into the air looking for any sign of his twin.

…

**New York Alleyway**

Another thug went flying into a dumpster as Jessica Drew AKA Spider-Woman vented her frustration on them. One of the thugs had miraculously stayed conscious; as he raised his gun to fire Jessica whirled around ready to fire a venom blast. But she was beat to the punch by a web slamming the gunmen's hand (and gun) against a wall. Several more webs hit the man until he was almost completely covered in them.

"Do you always vent your frustration on petty criminals?" Spiderman asked as he perched on a fire escape, overlooking Jessica's little brawl. "Maybe, Why do you want to know?" these words were said with a bit of venom in them. "Guess that really makes us twins." He leapt off of the fire escape and onto the alley floor. "I thought you told me I wasn't your sister." Peter looked at his twin form under his mask. "Well considering all I've been through in these few months I thought things were becoming to hectic for my sanity. I thought that having a sister I never knew was me finally snapping. But the truth is we are family, flesh blood, May and Ben never knew because mom and dad wanted to surprise them, they never told them of the miscarriage." Jessica looked at her brother before speaking again. "So what does this mean were cool?" Jessica asked. "I don't know, we got a lot of catching up to due. Besides I need to make sure my baby sis is shown the ropes of being a good sidekick." Peter said the last part of his sentence with some well-needed sarcasm; Jessica immediately responded, "Hey I'm not a sidekick! And besides what makes you think you're older?" "Well I thought it would be obvious that I was born first." "You have no proof of that, and besides if anyone's a sidekick it be the one with the least experience i.e. you." "Really, who decided to try and name themselves after whom again?" "Why I aughta…" This little quarrel continued for a few minutes. Clearly there relationship was going to be pretty rough.

….

**Underground Lab**

"The subject has adapted to his new position well. The technology is integrating well within the rest of his internal organs. His strength is far superior to the original subjects. It has exceeded exceptional parameters, now he is able to lift approximately thirty tons. His speed can approach two hundred miles per hour. The armor has been a slight problem, but we have succeeded in creating a lightweight and durable substance, it can take a tank shell and keep moving." These words were spoken by a scientist in a white lab coat. He was reporting to an older man sitting in a large, metallic chair surrounded by dozens of computer screens. The man in the chair turned his head ever so slightly. "I see, then allow the subject some freedom to stretch his legs, so to speak." And with that the man turned away from his assistant. "One more thing sir, we have found the creature that was in battle with Spiderman the other night. Its host is extremely weak, but our scientist are beginning to modify with the inhibitor devices." "Excellent, make sure he is ready for the next phase." The man in the chair smiled wickedly 'Soon he will know, soon the world will know what my work is truly worth!'

…

**Warehouse**

"So this is where you've been keeping your stuff, pretty light on security. Plus the mess is pretty bad, guess little brothers are like that." These words were spoken by Jessica as she entered the warehouse. "Why is there a hole in…two walls…Peter?" "Yeah thank that and the mess to Venom." Peter's tone had dropped to a solemn one instead of his usual sarcastic tone. "Sorry Peter, for Eddie and Ben…" "It's not your fault. Don't you dare start thinking that it is or that you did anything wrong." Peter and Jessica started to clean up the mess made from his battle against Venom. "Hey Peter what are these?" Peter turned around at his sister's question. He then looked at her holding a prototype version of his web-shooter. "It's a little invention I made with a chemical compound copied from Oscorp's labs. It's what I use to shoot my webs." Jessica looked impressed, she quickly tested it out by firing several web shots at random objects. "This thing is pretty cool, it seems a lot more useful than a grappling hook." "Yeah…" Peter thought something over before saying "You know it's our birthday right? You got plans?" "Not really, why?" "Well, my family is throwing a surprise party for me at my fiends house. So until then I might as well crack some skulls with my twin, what do you say?" Jessica thought this over for a second. She smiled before answering "Sure!"

The two siblings finished the cleanup of the lab equipment and furniture. Peter decided to move the lab equipment into the underground storage room. He could at least build one his electronic locks to keep it safe, plus the steel door would keep people out. Jessica took this opportunity to ask Peter about Fury's proposal for the Ultimate program. "I don't know Jess, one I really don't like the idea of teaming up with them, and second I don't even know Fury. You might know him but again we just reconnected after 16 years. This is something I can't exactly respond to after it's brought up." "I'm not asking for an answer, I just wanted you to know about the offer, you could at least meet Fury. He keeps secrets but he a good man." Peter paused in his work for a moment, contemplating his situation. "Maybe…" "Alright. Now hurry up bro we've got bad guys to beat up." With that the two teens left the warehouse.

….

**S.H.E.I.L.D. Headquarters, Triskelion**

Nick Fury stood in the briefing room of the Triskelion looking over some data that he was planning to use for the upcoming mission. Jessica had informed him of Peter's decision to think over the Ultimates position. This was fine with Fury for the moment. The doors to the room opened as another person entered the room. "So Nick, what business did you want to discuss with me?" "Other than our normal deals for weapons I want you to do me a little favor Stark." "And what's that" Tony Stark was a young man (21 years old) who was the current head of Stark Enterprise, one of the most advanced tech companies on the planet. It originally sold weapons on a large scale, but after Stark returned from a traumatic kidnapping in eastern Asia he began to steer the company away from munitions, instead focusing more on technology and software. "What favor would that be Nick?" "I want you to arrange another meeting with Ironman, to get him back on the team. After the Hulk incident he has been focusing more on other emergencies, not a bad thing, but he ignores the calls we send him." Stark gave Fury an incredulous look before he spoke "You want meet to get him here? Not a problem." Fury nodded at the man. Before Stark left Fury asked him a question. "How are the arms deals go-, oh wait you don't do those anymore do you?" A small scowl formed on Tony's face. "Nick if this about me cutting all arms deals, I fixed that when I promised SHEILD that I would keep your group well supplied with the few weapons I was still producing." "And you're doing a hell of a job. Thing is that ever since you came back from that little incident in Asia your world view has changed. Then you hired this Ironman guy to protect your company, but instead he ends up saving a passenger plane. A plane that had nothing to do with your company." "You mean my little PR stunt, to get some public trust. It worked pretty well if you're believing it." Stark began to walk away from Fury heading towards the door. "After all you been doing you still won't admit that you're doing this for an unselfish reason." Tony stopped before turning around, "Nick, what do I look like to you, a hero?" he then opened the door ready to leave. "Maybe not, but shrapnel to the heart is a pretty bad way to die. That can have a way with changing ones perspective." Fury's comment stopped the playboy billionaire in his tracks. Stark stood by the door for a moment before opening it and leaving.

….

**Underground Laboratory **

All of the scientist were in a panic, the subject had escaped his confinement. The security was trying to find the experiment before it set any other ones free. "So it escaped did it?" "Yes, it used the opportunity for recuperation to escape." The head scientist smiled, "So Alexander thinks he can escape, we will let him have his little tantrum. We can use it to test his limits and weaknesses." The scientist continued down the hallway completely untroubled by the results of the breakout. The scientists stopped in front of a large door covered in steel plates all connected by several interwoven lock connected to an electronic scanner. The head scientist placed his eye up to the scanner; a thin needle extended from the scanner and inserted itself into his eye. A buzzing noise sounded before the locks began to open. The heavy plated door opened to reveal another laboratory filled with large 12 ft. x 15 ft. containers housing various creatures. The head scientist walked towards one tank and he stopped in front of it. "I'm happy to see you back in our care Mr. Gargan." Inside the container was Mac Gargan aka the Scorpion. The beast snarled at the scientist but did not attack. "It seems the inhibitor devices are working well." The man then walked away leaving the furious creature locked behind him.

…..

**New York Streets**

Peter and Jess had broken up two armed bank heists and one car chase, several normal muggings occurred but nothing out of the ordinary. The two arachnid styled heroes landed on a small perch. The sky had turned orange. "Thanks for the birthday celebration Pete. It been nice to do some good that doesn't feel shady." "Hey what are deeply estranged siblings for?" Jessica gave Peter a hug before she leapt off the balcony and swung off into the city. 'Guess I'll see you around sis.' Peter's cellphone began to ring, "Hello, Harry?" "Hey Pete, remember that favor I asked of you?" "Yeah?" "I need you to help me with something in my apartment, I'm trying to keep it low on the radar here." Peter mentally sighed knowing this was a ruse for his friends to surprise him for his birthday. "Yeah I'll be over soon." He then hung up the phone and got ready to leave for the Osborn's penthouse.

As he was about to leap from the roof of the building he heard loud crashes coming from the street below, alongside police sirens and a bank alarm blaring. 'Oh man this can't be good.' Peter thought. He leapt off the building and swung towards the bank building noticing several destroyed cars and police cruisers. He also noticed a large metal door in the middle of the road. Upon closer inspection he found it was a bank vault but with a huge gash in it. More destructive noise were heard from off in the distance and Spiderman rushed to the scene to confront its source. Peter saw a giant figure, taller than Venom, standing in the middle of the streets being fired on by the police. He was a goliath in a metal shell. The most distinguishing feature was a large and sharp horn on the top of his head. "Get out of my way or Rhino will crush you!" he then charged through the police blockade, smashing and plowing through whatever stood in his way.

Peter fired off several web blasts at the armored beast, but this only served to irritate the Rhino more. "You'll pay for that you little piece of crap!" he charged at Spiderman but was dodged. Said wall crawler fired a web strand that stuck to a manhole cover which he quickly whipped it in front of the Rhino slamming it into his face. Peter used this opportunity to cling to the man and used his claws to tear into the Rhino's metal hide. The material was very durable but it had several splits in it for better movement. Peter dug his claws into these cracks and began to rip off pieces of armor. The rhino tried in vain to fling the hero off his back but Peter continued to crawl over the cyborg avoiding the monster's arms. Peter stabbed one of his claws into the circuitry of the suit. What surprised him about it was it spurted out blood and oil. The momentary shock was all the Rhino needed to grab hold of the young vigilante and threw him across the street and into a building.

Peter smashed through what felt like a hundred walls ending in an office. The people around him began to scatter and flee the area. 'This is great. The guy is at least three times stronger than me. ' Spiderman looked out of the office window. He saw the cyborg dashing down the streets smashing through everything. Spiderman quickly dashed out of the building, going through a window in the process. He swung through the streets trying to catch the armored villain. He finally stuck a web onto the Rhino's back and pulled him self down on top of the man. He again began to crawl around the behemoth tearing and slashing at any exposed circuitry he could find. The Rhino was beginning to feel intense pain as his internal organs were starting to become damage by the masked vigilante. "Get off of me you fucking piece of shit!" "Not a chance asshole!" Spiderman then saw a cord that was interconnected with several other wires. "This looks important!" he then ripped the cord out taking several other ones with him. Rhino screamed in pain. He was able to grab the wall crawler and chucked him again, but this time Peter slowed his velocity by firing several web lines to drag him down. He slammed into a police car. "Spiderman!" the familiar voice jogged Peter's senses; he looked to his left and saw captain Stacy sitting behind the car with an injured officer.

Spiderman quickly hopped over the car to see Rhino readying for another charge. Knowing he couldn't let that happen Peter ran full force into the mad man. The impact was enough to momentarily stun the villain. That moment was all Peter needed. With all the strength he could muster, he lifted the Rhino off hi feet and stabbed his claws into his abdomen. "You want a piece of me!? You want a piece!?" Rhino was shouting in anger, "NO! I want two!" with that Peter tore the cyborg in half. Rhino screamed in pain. The armored foe fell to the ground separated at the waist. He was still alive thanks to his cybernetic organs and enhancements, but he wouldn't be moving for a while. "I'll kill you…. kill you!" "Yeah that what a lot of them say." Peter then saw several cops aiming their guns at him. 'Oh Shit!' "Spiderman you are under arrest!" Peter didn't wait for what came next he immediately leapt into the air and swung away leaving several cops down on the streets below.

He swung towards the Osborn's penthouse looking for a place to land. He finally landed outside the hallway window he quickly changed his clothes and entered the building. He looked at his watch and saw he had taken almost a full hour with the Rhino. H started to think of a plausible excuse and settled on one. He had been rushed around by crowds of people, running from the crime scene. He then had to back track the long way around. After finally settling on that explanation he began to walk towards the penthouse door. Ready for the party.

…..

**Another chapter done. I hope you liked Tony Stark's cameo. **


	14. Chapter 14: Unexpected Help

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**This chapter will feature a team I've kinda neglected.**

**Juggernaut looks like his standard ultimate incarnation; Lady mastermind looks like her mainstream counterpart.**

**For the sentinels they are not as big but are still dangerous. **

**Chapter 14**

**Unexpected Help**

The party had been rather good considering peter had arrived about an hour late. May. Harry, Liz, MJ, Gwen, Marc, and Helen were all there. George arrived late due to his police work. But overall it was pretty fun. The only thing that brought Peter's mood down was the fact that Eddie and Jess couldn't be here. Sure he ha given his lost twin a bit of a present, but he still felt like she had been cheated out of it. During the party Peter was trying to think of ways in which he could give Jess and actual present. Thinking back on his crime-busting spree with her he finally got an idea. Tomorrow he would give her a present that would prove to be invaluable. Gwen and MJ were trying to enjoy the party but Peter could tell they were still uncomfortable being around him after all the lies he had told them.

After the party ended everyone went their respective ways. George informed May and Peter that the Stacy's home problem had been fixed, courtesy of Matt. The following days they would be moving into their new house down the street. This would be good as Peter could gain a little more privacy with his secret identity especially since Gwen would be out of the house. He did have to find a way to apologize and explain himself to both Gwen and MJ. But first he had to finish a little project for his sister.

**…..**

**Warehouse, The Next Day**

The new lab Peter had built (more like salvaged) was sufficient enough to create the new devices for his sister to use. Next time she dropped by to discuss SHEILD business he would give them to her. His radio transmitter then broadcasted a police radio signal detailing a large-scale destruction that required the S.C.U. (Special Crimes Unit). Peter quickly dressed in his Spiderman gear and rushed to the scene of the crime.

When he arrived he saw what looked like a battlefield. Cars were ruined, crushed and on fire. The street was uprooted and street lamps were bent and broken, if not outright shattered. In the heart of the destroyed area stood two figures who couldn't be more different from each other. One was a man that was as tall as Rhino, but built like the hulk, he wore a large dome like helmet that covered his face. Only a small visor like area was open, but it was covered by a red visor. He wore heavy looking boots and two cris-crossing straps lined with spikes covered his chest. The other was a blonde haired woman about (18 years of age) in a form fitting black combat suit with the top cut to reveal a small amount of cleavage. The tall one spoke to his companion, "Mastermind why'd we even bother wrecking this place? There is nothing worth stealing here!" The shorter one spoke up to her partner, "Because I was pissed and needed an outlet, that's why Juggernaut!" The one now known as juggernaut looked down at her. "That is one of the dumbest reasons I have ever heard!" "Oh shut up!" Mastermind said.

Spiderman noticed that a squadron of S.C.U troops had arrived on the scene. They opened fire on the two, but the bullets bounced harmlessly off the skin of the man named Juggernaut. "Is this really the best they got?" he then effortlessly flipped one of their swat trucks. The cops ran from the incoming vehicle to avoid being crushed. "Yeah they are pretty pathetic, let me give them a scare." Peter watched from his perch and saw the girl known as Mastermind close her eyes before raising her hands at the cops. Suddenly the cops began to fire blindly at the empty streets as they began to run from nothing. One officer fell to the ground as his flesh began to tear from his body. Peter's enhanced eyesight could see teeth marks appear all over the officer's body as he was torn to shreds. "Those monsters ate Nate!" one officer screamed. "Fall back! Fall back! We need back up against these muties!" the swat team retreated from the area leaving only Spiderman (Hidden on his perch) and the two mutants. 'So their mutants huh? So I guess the big guy has super strength and durability, while the blonde chick must be some type of telepath. If she can cause people to be torn apart like that she must be using the brain's own nerve impulses against the body.' "You made them see monster's?" Juggernaut asked his mutant companion. "Yep, you know those ones from the Alien's franchise, those are the best!" "You like that movie too much." "Like you and predator." "Those movies are horribly underrated!" the two began to argue and Peter decided to make his presence known. He leapt from his perch and kicked with both feet into Juggernauts back. This made the behemoth fall forward, almost crushing his partner though he stopped himself with his arms. "Hey what the Hell Cain!?" "Tell it to that guy Regan!"

"Yeah tell it to the dashing hero in a red and black spandex suit." The two mutants looked up at Spiderman in shock. What was once shock was soon replaced by a wide smile on Mastermind's face. "Hey you're that bitchin vigilante who kicked that monster's but!" Juggernaut looked surprised by that comment and looked more closely at Spiderman. "That's the guy!? Man dude must pack a wallop." Both of these comments made Spiderman raise an eye. 'Are they complimenting me or is this some form of distraction?' Peter decided to ask the obvious question. "Umm.. You guys know who I am?" Juggernaut was the first to speak up. "Yeah your the dude who beat the crap out of that green monster with the tail!" Mastermind also spoke up. "How wouldn't we know? The media has been all over your story!" This was news to Peter, he really hadn't paid much attention to what the media had been saying about him, so much as the criminals and the crime wave he was trying to stop. "I kinda thought the media was trying to down play me." Peter quickly thought this over; if the media was able to get info on him he could lose a fighting edge. "Yeah dude! Hey are you a mutant too?" Mastermind's enthusiasm was beginning to creep Peter out. "Uh, Kinda." He responded. "You mind if you guys turned yourselves in for murder and massive collateral damage?" The two mutant's attitude immediately changed from almost fan level to hostile. "You want us to surrender to those assholes!?" Mastermind was shaking with fury at this point. Cain put a giant hand on her shoulder to calm her. "You have no idea what those bastards due to mutants! We broke out so we could be free!" "Free!? Open your eyes! You're wrecking a city and killing people! You're murderers and terrorists at this point! Any good intentions of freedom you had just got squashed! I'm taking you in now!" With that said Spiderman lunged at the two, Juggernaut charged at him and tried to slam him with a fist but the nimble hero dodged it by a hair-width. "Stand still bug boy!" Juggernaut continued to slam his fist into every spot Spiderman had once been. "How many times due I have to tell people? Spiders are arachnids!" he slammed into Juggernauts actually making the man grunt as he staggered backwards. "I got him Cain!" Mastermind closed her eyes as she placed her right hand on her temple. Instantly Spiderman saw a giant T-Rex charge at him, 'This has got to be an illusion.' Spiderman dodged the attack looking for the two mutants. 'I can't risk getting hit by those illusions, even if I know they're aren't real. I don't know if they will still affect me or not.' He dodged the jaws of the dinosaur again but then felt his spider-sense alert him to danger right behind him. He leapt away from the area and clung to a building. He saw a car being smashed into pieces but there was nothing hitting it. 'Mastermind must be cloaking herself and Juggernaut.' Spiderman tried to think of ways to avoid being eaten by an imaginary dinosaur and being crushed by a powerful mutant at the same time. He then thought of an idea when he noticed a fire hydrant. He jumped down to the red water pipe and ripped it open. He then smashed his fist into the high-pressured waterspout; he then directed it from all angles.

Mastermind's illusions took concentration, and a blast from a fire hydrant would definitely break her concentration. The second she was hit with the fire hydrant her illusion was broken. "Regan!" Spiderman looked in time to see Juggernaut charge at him faster than he had ever seen anyone charge, he was bale to dodge the blow but when he landed the ground shattered. He realized Juggernaut had slammed his fist into the ground uprooting Peter's position. The giant behemoth was able to grab the wall-crawler and he began to squeeze his neck. Peter unleashed his venom shock into the Juggernaut but it only seemed to mildly hurt him. Spiderman even unleashed his claws into the villain's arm but to no avail. He was bout to black out when a red beam of energy slammed into juggernaut's head. The giant fell to the ground with one hand on his helmet.

Spiderman was coughing violently trying to allow his lungs to breathe again. Peter looked up to see six figures standing in the street. One of them had his right hand on the edge of a glowing red visor connected to a mask like helmet that exposed his mouth. He wore a yellow and black jacket over an armored vest; both the jacket and the combat fatigues he wore had a yellow X that covered the clothing. He was flanked on his right by a slightly shorter man with messy black hair and three metal claws on each hand (Imagine Wolverine in his ultimate uniform). On his left was a tall man with metal skin and black hair (Colossus in his ultimate uniform). The one in the helmet like visor spoke up, "Surrender now Juggernaut! If you don't come quietly w-" "You'll what? Hit me with your fancy visor? That didn't work last time!" The short one with the claws spoke up. "This isn't last time bub!" He then charged forward with the metal man and lunged at the giant. Juggernaut ran forward as well and slammed head first into the man with metal skin, he flew several meter sand crashed into a group of cars. "Colossus!" The man with the visor shouted in concern. "Cyclops, need some help over here!" The man with the claws was holding his own against Juggernaut pretty well. His claws were cutting into the behemoth far easier than Peter's had been able to. "Wolverine duck!" the man apparently known as Wolverine jumped to the left as a powerful blast of energy slammed into Juggernaut again. Spiderman looked up to see the one known as Cyclops firing it from his visors. Juggernaut staggered back slightly but he soon began to move forward despite still being hit by the laser. "You X-men are nothing but traitors to us mutants! You're fighting for the same people that hate you!" "We're doing what's right!" a heavy Russian voice sounded as the X-man known as Colossus slammed into the Juggernaut, the two powerhouses began trading blows, but it was clear Juggernaut was slightly stronger. Colossus was more coordinated in his attacks however, so the fight was still raging when a 'bamf' noise was heard right behind Spiderman. He turned behind him to see two new figures dressed similarly to the other three.

One of them had dark blue fur, pointed ears and a tail. He was wearing a similar suit to Cyclops but he didn't where shoes exposing his three pronged feet. He also carried a set of what looked like pirate swords strapped to his back. The second figure was a young girl about Peter's age. She had long brown hair and was wearing a formfitting black and yellow suit with an X on it. "Heir Cyclops we're in position!" "Then get that helmet off!" The short demon like creature grabbed the girl and teleported right behind Juggernaut. The girl then grabbed the man's legs and sunk them into the ground. "Wha-!?" the blue furred mutant then jumped on Juggernauts helmet and pulled on a latch (1 of 4) on the helmet. Juggernaut noticed the mutant on his helmet and tried to grab him. The blue furred mutant teleported away and appeared next to Cyclops. "Shadowcat move now!" the girl immediately phased through an incoming fist and ran to the others. A car came hurtling towards her (thrown by a furious Juggernaut). Before the others could warn her, a black and red blur catapulted towards her, grabbed her, and leapt out of the way of the car. Spiderman landed with Shadowcat right next to the other X-Men. Putting her down, Peter looked at the group. He was standing in front of the outlaw mutant heroes the X-Men. "Ok other than knowing the names of those guys down there, who the Hell are they!?" Cyclops looked hesitant to answer, "Oi! You're that Spiderman guy aren't you?" Spiderman looked at the dark haired mutant with the tail. "Yeah. I am. Mind answering one of my questions for a change?" before anyone on the team could answer, Juggernaut ripped through the street to free himself of his concrete prison.

"Great he free now. What now Cyce?" Cyclops calmly responded to Wolverine in spite of the situation. "We stick with the main objective, take that helmet off. Once we do the Professor can shut him down." Spiderman looked at the lumbering brute as he stepped out of the crater he had made. Suddenly several grotesque creatures came to the Juggernauts aid. They looked like Ridely Scott's alien creatures. "Guess masterminds up and kicking." Spiderman grumbled. "We'll have to take her down too, she and juggernaut are too powerful to be kept loose." Cyclops then looked at Spiderman. "Think you can lend a hand?" "Probably. What's the game plan?" Cyclops looked over his team before speaking. "We got two teams, offense and runners, Spiderman, Shadowcat, Nightcrawler, you're our runners. While the rest of us run offense take out Mastermind if you can, but main objective is getting that helmet off of Juggernaut." The newly dubbed team of runners nodded in understanding.

Colossus and Wolverine leapt into the streets smashing and slicing the monsters while trying to battle Juggernaut as well. Cyclops fired off several beams blasting several of the aliens. While Masterminds illusions were not physically real, the target could mentally fight back by convincing themselves that they could hurt the manifestation. Spiderman and his two new allies leapt towards Juggernaut. Peter unleashed his four mechanical arms to slice the illusions apart. He landed near Juggernaut, firing several web blasts to slow him down and to blind him. Shadowcat phased through the giant and unlocked one of the latches. Nightcrawler followed suit by teleporting on top of the mutant and unsealing the last two latches before being chucked off. A well-aimed blast from Cyclops blasted the helmet clean off. "Professor he's wide open!"Shadowcat exclaimed. Spiderman looked at Juggernaut but the brute only started to swing his fist around trying to kill the heroes. "Hey why isn't he stopping!?" Shadowcat seemed kinda scared now, Nightcrawler seemed to share her fear, "Yah, he's not slowing down!" Cyclops paused in shock before shouting. "The professor says their still something blocking his mind!" Spiderman looked up at Juggernaut and noticed a skullcap covering the man's head, it seemed like it was lined with some sort of panels. "I think he might have a spare helmet!" Peter pointed to the man's head. "Crap that means we have to change our game plan. Spiderman dodged another alien before he leapt onto a building. He looked around the area searching for any Sign of Mastermind. 'She's still cloaked!" Before Spiderman could think of a new strategy he heard a loud rumbling noise coming from above. He looked up to see 7, 5-meter tall purple robots flying towards the battlefield. "Cyclops we have sentinals incoming!" Colossus shouted to their leader. "Shit X-Men fall back! Spiderman you need to leave, if these things see you helping us you'll be their target!" "Alright fine!" He saw the sentinels begin to open fire on the group. Juggernaut seemed to be the main target as he began to attack the drones.

Peter was about to flee the scene, trusting that the X-Men could escape unaided, but his head suddenly felt like it was going to burst. It throbbed with pain as all of his recent woes began to be projected in front of him like a slideshow in fast-forward. He knew it was Mastermind's doing. He could see her from the corner of his vision even though the pain was excruciating. "You..! Get out...of my head you Bitch!" Peter fired a web blast straight at her face covering both her mouth and nose. Mastermind's attack stopped, but the pain was still unbearable as he collapsed unconscious on the ground. Mastermind struggled to try and remove the webbing as she was beginning to suffocate. Juggernaut saw her predicament and rushed to her aid, already having dealt with two Sentinels, although he looked a little injured. He tore the webbing from her mouth allowing her to breathe again. He then took her in his arms and charged away from the scene as several sentinel flew after him.

As the X-men prepared to leave in their cloaked jet, Shadowcat noticed the collapsed form of Spiderman on the street. "Wait!" she called to her teammate who looked to where she was pointing. They saw Spiderman lying in the street, unmoving. "Shit! Kurt!" "On it!" the young mutant teleported by the side of the down vigilante and grabbed onto him. "Easy freund your safe." he then teleported onto the jet as it flew off; unleashing an EMP across the area to scramble the sentinels systems. "What should we do with him?" Colossus asked. "We don't have a choice. Will take him to the mansion. The Professor can help him." Cyclops stated as he sat in the jet's secondary pilot seat. "Yeah, well make sure he doesn't flip out when he wakes up." Wolverine said as he piloted the flying vehicle.

**Another one completed. Still wondering if you guys want me to do another fanfiction like ultimate avengers or an ultimate Ironman. The X-Men and other super teams will have a larger role in the future.**


	15. Chapter 15: New Friends

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**New chapter! Time to meet the rest of the X-Men. As always review and enjoy!**

**Chapter 15**

**New Friends**

Peter opened his eyes rather groggily, he felt like his brain was slamming itself against his skull. He looked up into the bright lights, this in no way helped his headache. He closed his eyes and slowly opened them to let his eyes adjust. He looked around to see a red haired woman sitting in a chair. "Mary Jane…? Peter asked still groggy. The woman looked down at him before quickly getting up and walking to a computer terminal. "Professor he's awake, a little out of it but conscious." Peter looked around to see he was in some sort of med bay, he was surrounded by equipment that rivaled Oscorp's. He then noticed he wasn't wearing his mask or costume, but a pair of sweatpants. His mind immediately leapt into over drive. He jumped off the table and before the red headed woman could try and stop him he rushed out the automated doors and ran down the hallway.

He quickly darted to the left looking for a door or an exit. He found an automated door that was open. As he ran to the door it slammed shut. Instead of looking for another exit Peter decided to make his own. He unsheathed his claws and sliced through the door before he kicked it down. He then ran through the hallway and entered a intersection in the hallway. He was at a loss for where to go until he saw the teenage girl with brown hair heading towards him. "Wait! We're not going to hurt you!" she said almost pleadingly. Peter then heard a loud Bamf noise behind him. He whirled around to see the dark furred mutant that he remembered was Nightcrawler. "Kitty! And Spiderman! Professor we've found him and he seems fine." "Okay who is this Professor you all keep talking to?" Peter was tired and aggravated, and having these people talk to someone he couldn't see or hear wasn't helping. "The professor is the man who put us together." Shadowcat now known as Kitty said. "_I can introduce myself Kitty. Thank you for finding him." _"Who is that? And why is it in my head?" Peter was a little concerned considering his previous record against Mastermind. A door opened from behind Kitty drawing Peter's attention. He saw a bald man in a wheel chair.

"Hello Peter, I am Charles Xavier." Peter looked at the wheel chair bound professor. "You're the leading expert on mutants, but I guess that knowledge came from personal experience." The Professor smiled at this, "And you seem to have learned from that yourself Mr. Parker. Especially after your mutation developed." "How did you….You're a telepath aren't you?" "Yes I am. I'm sorry for the sudden shock, my students saw you collapse as they were retreating from the sentinals. When we examined you for injuries. I found your mind injured and I wanted to make sure there was no residual damage done to your psyche." Peter glared at him for a second. "You were inside my head?" Peter could feel anger rising inside of him. "I told know one of who you truly are. It can stay that way if you wish, however if you continue to show hostility to me or any one of my students, we will retaliate." Peter forced himself to calm down remembering that they were the ones who saved him when he could have been left for dead or arrested. "Fine. So where am I?" Nightcrawler spoke up, "You are at the Xavier Mansion, well technically underneath it." Peter looked around. "So were in some underground bunker? Cool." "Yes, now if you would come with me we can give you back your things." Peter realized he was still only wearing a pair of pants. He looked over at Kitty who seemed to be looking him over. When she noticed his gaze she blushed and looked away.

Peter fought a blush from forming on his own face. As much a he didn't want to admit, he did not have a large amount of experience when it came to females. He got lucky with MJ and Gwen, but for a cute new girl, he was almost hopeless. Trying to ignore these facts, Peter proceeded with Xavier to an opening in the hallway. They entered a lab room currently occupied by a large mutant covered in blue fur. He turned around at the sound, and Peter saw a face that looked like a lynx. Despite his animal like appearance his demeanor and attitude were very refined and scholarly. "Hello my young friend, I assume you're here for your things?' "Uh… Yeah." The mutant then handed a folded pile of clothes, His suit looked brand new as if it never was in a fight. "I took the liberty of repairing it, I hope you didn't mind." Peter looked over his suit. It didn't appear to have been tampered with, just repaired. "I must say the design and material you used for this suit were ingenious, and the mechanical apparatuses you been using are very well designed." "Uh… thanks ….Um…?" "Oh where are my manners? My name is Hank Mccoy, but many of my teammates call me Beast." Peter thought this over for a minute, then the name clicked with him. "You mean you're the professor on physical mutations at Oxford!?" "The very same. I glad you recognized my profession." Peter couldn't believe that he was in the presence of one of his scientific idols. "It's an honor to meet you sir!" Peter eagerly shook Hank's hand.

"The honor is mine Peter, being able to meet New York's infamous vigilante is an honor in itself." "Well now that interductions are complete here, Peter, If you would be so kind as to follow me." Xavier led Peter out of the Lab and into a control room that hung over a large room. The area was about the size of a football stadium. Peter looked down to see the floor was transparent. Underneath the control center Peter saw several mutants blasting hardlight images. "Who are they?" "Those are the junior X-Men, Chamber, Husk and Mercury. I'm having them trained to use their powers for the betterment of man kind." "You mean so people won't fear them." Peter said still looking at the 3 teens down below. "Yes." Peter looked at the three mutants below. One of them was a blonde haired girl wearing a red trench coat and a skirt, a hardlight image of a sentinel fired a laser at her she was hit head on and slammed into a wall. As the smoke cleared it revealed the girl, but part of her skin was peeled off to reveal stone. She leapt at the sentinel and smashed its leg in. Peter then saw a girl made of a silvery substance leap onto the machine's head. Her hand morphed into a large blade as she pierced through its head. The machine fell forward and dissolved into light, but two more appeared from the holographic projector. The two machines stomped towards the two teens but a blast of pure energy disintegrated the large robots. The two teens looked to see a young man with dark shaggy hair. The most obvious part of him was a large metal chest plate with an orange opening that was glowing. He also wore a metal mouth guard that covered his mouth and jaw. His hands were glowing with the same orange energy that had vaporized the sentinals.

Xavier seemed to think that was enough for the day, he stopped the simulation and spoke into the rooms sound system. "Husk, Mercury, Chamber, that's all for now, get some rest." The two girls waved goodbye while the boy walked out without a second glance. "Well they did well." Peter said before turning around. "Hey do you think I could find a room to change in, I'd rather not have my identity known by everyone here, no offense." The professor nodded and led him to a separate room. Peter quickly changed into his uniform before leaving the room. "I must say I'm grateful for your help in defeating Juggernaut and Mastermind." "I don't call that a victory, they got away. And I should thank your guys for saving my sorry ass, I was being choked by that lugnut before they stepped in." Xavier nodded in understanding.

The two men left the changing room and headed for the hanger. "I suspect you wish to return to your friends and family?" "Yeah no offense, but I'd rather not let my city think I'm taking the day off, I've also got some unfinished business to take care of with my friends." "I understand Peter, but if you ever need assistance, you just have to ask." "I might take up that offer." The two entered the hanger to see a young man with blonde hair helping Colossus and Wolverine in prepping the jet. Suddenly part of the jet's engine roared to life right in front of Colossus and the unnamed mutant next to him. The flames from the jet hit them both head on, Colossus shifted into his metal form shielding himself from the flames, the other boy shifted into a form composed of solid ice. The ice mutant blasted the flames with a stream of ice, dousing the engines.

Colossus spoke up in anger, "Logan! What the hell, you could have killed us!" The young man also shouted in anger, "That stuff nearly cooked us, you jackass!" Wolverine jumped out of the jet and landed on the ground. "Ah shut up. I knew you guys would be fine. For Christ's sakes Bobby you can freeze shit past -100 degrees and Piotr your made of fucking steel why are you two bitchin about it?" "Logan," the rugged looking mutant looked at the professor, "Please do not antagonize your teammates." "Tch! Fine, you deal with them Chuck. I'll get the jet ready to go, well be dropping bug boy off near the bridge." Peter glared at the man from under his mask. "He seems nice." Peter growled out. "Logan has many problems, but he is a member of our team and school. He has many things about himself he doesn't understand, and I swore I would help him." Peter looked at Charles before he walked into the jet.

Peter sat down in a chair waiting for the jet to take off. He heard a strange noise behind him causing him to turn around to see Shadowcat phasing though the floor before leaping up into the jet, she then plopped down into a chair. "What are you doing here?" Peter asked. Kitty looked at the masked vigilante with a questioning look. "Why? I'm part of the send off crew, also this our jet." "Point taken." Peter turned around an the two sat in an uncomfortable silence. Kitty finally broke the silence by introducing herself as Katherine "Kitty" Pride. "I heard the other guy mention your name." Peter responded. "You mean Kurt right?" Peter nodded. "So what's your name?" "Spiderman." "I meant you're actual name, I mean I know what you look like under the mask and you know what I look like, plus I told you my name." Peter hated to admit it but she was right about most of it. "Peter Parker, there you happy?" Kitty thought the name over. "Cute name." Peter turned to look at her and was about to respond when the X-jet's doors opened revealing Xavier and Wolverine. The latter sat in the pilot seat and started the engines. The jet exited the hanger with resounding speed that left Peter impressed. 'Man how many people know my identity now?' 'As of now only myself, Hank, Jean, Kurt, and Kitty.' The voice that Peter suddenly heard mad him jump in his seat. He whirled around to see the professor smiling at him. 'Dude ever hear of privacy?' 'Forgive me Peter. But to answer your question only the five I have mentioned know of what you look like, and only Hank, Kitty, and Myself know your name.' 'Okay, that a small weight off my mind.'

The Jet slowed as it approached the bridge leading into Queens. The ramp opened for Peter to leave but before he could jump, a hand touched his shoulder. He turned to see Kitty standing behind him smiling. "Hey just so you know your secrets safe with us." Peter smiled under his mask. "Never doubted you for a second." As Peter leapt out of the jet he heard Kitty shout out "Don't be a stranger!" And with that he swung away into the city.

…

**Warehouse **

Peter landed in front of his warehouse. He walked in checking to make sure everything was in order. He walked over to his couch and saw a slim figure lying on the sofa. He approached and saw that it was his sister Jessica. He tapped her on the shoulder making her jolt awake. "Wha-!? Peter?" she then jumped up and grabbed him "Where the hell have you been, I had to be on patrol double time because you were gone! Do you know how freaky it was knowing my brother was taken by the X-men!? SHEILD does not have a lot of pull with them!" "Jess calm the Hell down! I'm fine, they helped me recover after that fight with Juggernaut and Mastermind, even though they got away." Jess glared at him. "Yeah SHEILD sent out those sentinals to try and stop them but they got away. Those things don't create good P.R. when dealing with mutants!" Jess continued to rant on her twin as Peter tried to tune her out. After about five minute she paused to catch her breath. "And the worst part was two girls came sneaking around here the other night looking for you. I thought this place was a secret." This comment shocked Peter. "Was it a blonde and a redhead?" "Yeah, how did you know?" "Shit! I totally forgot about Gwen and MJ!" Jessica looked confused, understandably. Noticing his sister's confusion he explained himself, "There two of my friends, long story short they kinda found out I was Spiderman and well things have been awkward." "They what? Why wasn't I told of this!? If SHEILD finds out th-" "They wont find out, ok? I was going to take care of it."

Jessica looked at her brother before responding to his statement, "Right, anyway you have to be more careful with your identity. I'll keep quiet about it for now, but if this becomes a problem we might have to take them into protective custody." Peter nodded in understanding. "Good, now you're done with me you might want to check in on your family." "Right aunt May will try and kill me." Peter sighed as he began to walk away but stopped before he left. "Hey Jess, I thought to make up for several years worth of birthdays missed you might want a little present. Check my workshop." Peter then left the warehouse, leaving he is bewildered sister behind.

Jessica descended into the basement storage of the warehouse, aka Peter's workshop/lab. She entered the room and saw a note next to a box. The note had her name on it. She opened the box and saw something that made her smile. Inside the box was a pair of freshly built web-shooters. "Oh... this is gonna be fun!" she said grinning.

**….**

**Parker House **

Peter stood outside his house trying to think of a plausible excuse to use. When he eventually came up with nothing he decided to walk in and face it like a man. He walked in the front door to find an empty hallway. He walked inside his house and heard two people taking in the living room. He slowly entered seeing MJ and his aunt chatting. MJ finally noticed him by the doorway and called to him. "Peter! It's about time you got home, how many nights were you going to sleep in that warehouse?" May turned around and looked at Peter, a frown on her face. "Peter if you were going to stay in that place you could have called." Peter looked at MJ who gave him a 'play along with it' look. "Oh! Sorry about that I was just tired." May seemed to except this. "Just make sure you call before you disappear like that." "Sorry aunt May." MJ then decided to speak up, "Hey Pete can I talk to you?" Peter looked at her and nodded. The two walked up to Peter's room and he closed the door. He turned around to find MJ glaring at him.

"You have some serious explaining to do." Peter let out an exasperated sigh. "I know I do, Just let me explain before you freak out." "Fine but you should explain it to Gwen tomorrow as well." "Deal." Peter then explained how he had become the vigilante known as Spiderman, including hi encounter with Kraven, his uncle's death and Flash's coma. MJ stood in shock after he had told her what had happened to Eddie. "Peter I'm so sorry, I didn't realize that had happened." "You have nothing to be sorry about. I have a responsibility to help people and that's what I'm doing." "Well who said you have to do this alone. I can't help you with fighting crime and all, but I can at least help you cover so May doesn't worry." "That would help a lot. Thank you MJ." She smiled and gave Peter a hug, the teen blushed at the close contact the beautiful redhead was giving him. He hugged her back before they broke the embrace. "So when you need my help just call." Thanks MJ."

MJ left the house about five minutes later. Peter watched her leave before he dressed in his Spiderman uniform. He swung around the city looking for any thug or criminal asking for a beat down. His radio scanner then picked up a signal for an armed robbery. "Well New York you certainly know how to keep things lively." He then swung off to combat the armed criminals.

**Hope you guys enjoy** **this one. I'm planning on introducing some new characters and a team up with everyone favorite armored hero, as always please review. **


	16. Chapter 16: Crisis and Reward

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**I think I might start righting an ultimate avengers fanfic soon. If you agree then send me some reviews of who you would like to see in it, heroes and villains. **

**Chapter 16**

**Hostage Crisis &amp; A Vigilante's Reward**

**New York City, 11:00**

About a week had passed after Peter's talk with MJ, He had explained his situation with Gwen, and although she agreed to support him, Peter could tell she wanted him to stop his vigilante life style. Peter didn't agree with that mentality but he appreciated Gwen's concern for his safety. He swung around another building when his radio scanner picked up large chatter concerning a hostage situation in the Symkaria embassy. Several armed terrorists had infiltrated the embassy and had the representatives as hostages. Peter swung to the embassy landing on a ledge overlooking the area. He saw several police and S.C.U units stationed outside the building. He saw captain Stacy alongside officer Dewolfe organizing the police for both negotiation and a possible raid.

Spiderman crawled alongside the embassy building looking for an entrance. He found one in the form of a vent. He crawled inside and proceeded through the ventilation system to the hostages. He opened a hatch and crawled onto the ceiling keeping his sense on alert for the terrorists. After crawling on the ceiling for about two minutes he came across two armed men in full body armor, they looked like professional mercenaries. 'That makes sense, want to cause an international incident, use guys with no national ties.' He could hear them speak in a thick European langauge. He couldn't recognize it well but he hit his radio transceiver to record the conversation. He lowered himself behind the two men before speaking, "Excuse me gents, I was wondering if I could interest you in a good old sparring of fisticuffs." He said these words in a mock British accent. The two guards spun around to shoot the masked vigilante but they were met with a wide spray of webbing. The men now looked like human sized cocoons. He webbed them to the sealing making sure that if they fell free they would hurt themselves. He then proceeded to the next room where he saw several more armed men.

Spiderman leapt into the fray firing several interconnected webs at the armed soldiers. Before they could let out shouts of protest or utter a warning, Peter sent a large dose of his venom blast into the webbing electrocuting the men. They all dropped to the ground unconscious, Spiderman then proceeded to web them up to prevent them from escaping. He kept to the shadows of the building, doing his best to remain hidden while looking for the hostages. Spiderman crawled up into the vents yet again. 'I feel like a professional burglar doing this kind of thing.' He the heard more voices from a larger room. He crawled out of the vent and clung to the ceiling. He realized that he was in the embassy's ballroom. He saw about twelve hostages bound by zip ties. He saw that most of them were wearing business suits, but they had an air about them that made it seem like this was more of an annoyance than a life-threatening emergency. The only one who looked out of place was a beautiful young girl of about seventeen. She had long silver hair tied in a ponytail. She wore an elegant looking dress that reached her high-heeled shoes. The dress she wore was silver in color and had a slit up the right side. She had a nice figure and sat defiantly in the presence of her captors. Peter had to admit, this chick seemed stubborn as hell to intimidate, more so than her security.

One of the terrorists stood in front of her and seemed to ask her a question, the girl responded in the same language with a tone that held no small amount of venom in it. The man apparently didn't like her response as he raised the butt of his gun to hit her on the head. Spiderman took this as his cue to intervene. He dropped down to the floor and caught the gun with one hand, all the terrorist looked in shock at the appearance of the masked vigilante. "Ah ah ah.." Spiderman said before backhanding the man, sending him flying into a wall. The other terrorist tried to open fire but Spiderman webbed up their rifle and leapt into the group. He punched several of the terrorist before back flipping and slamming another two into the ground. He then unsheathed his claws as he slashed a man's sidearm in two. He then punched the man in the face, shattering several of the man's teeth. Spiderman grabbed the last man by the throat before delivering a venom blast into the man. He spasmed for a few second before he hung limp in Peter's grasp. Spiderman dropped the man to the floor before approaching the young woman. He sliced through the bindings with his talons and helped her up before getting to work on the others. The woman rubbed her wrists and spoke, "Thank you Spiderman." At this Peter looked up at her after he freed the final guard. "You know who I am?" "Yes we have seen the news, you have left quite an impression after besting those creatures on TV." 'She must mean the fight with Rhino and Scorpion. I didn't realize it was broadcasted so well.' "Yeah, well other than the obvious what's going on here? And who are you exactly?" "My name is Silver Sablinova, the daughter of the prime minister of Symkaria. I'm was to be escorted hear at the embassy for diplomatic reasons when the terrorists invaded. They want to use me as a political hostage so my father will cut tie with the US." Peter had heard of the new diplomatic ties that had been made between the countries, but he needed more info than that.

"So other than political reasons why are they here? And what country are they from?" "They wish to have my country cement ties with Latveria, the country adjacent to ours. These mercenaries are from a radical faction of their government, basically an expendable resource. Kidnapping and holding me and the other hostages would force my father into allying with Latveria." "So this is a power play? Freakin politics." Peter sighed. "All right, the hallways are clear. You and your security leave and I'll find the other hostages." The silver haired beauty gave him a glare, this confused Peter, "Uh… something wrong?" The woman marched up to him and pushed her finger right in front of him. "You would expect me to run like a frightened girl!? These mercenaries invade my country's embassy and attacked its occupants! As a representative of Symkaria I cannot stand by and watch innocents be killed!" Although initially shocked at the woman's outburst, he narrowed his eyes before responding, "Listen 'Princess' I can't protect you and your guys while I'm getting the other hostages!" "You think my wild pack and I can't handle ourselves? We have been through dozens of situation alike this and here we are! Alive and well! We can handle it." Peter looked at her entourage of guards none of them looked the least bit distraught at what their leader had said. "Fine." Silver smiled before ordering her men to pick of the terrorist's weapons. The group left the ballroom and headed towards the last location Silver and her team had seen the hostages. The group proceeded down the halls, Spiderman crawling ahead to scout out the areas.

He found the remaining hostages, around twenty of them, near the embassy's main conference room. Silver's team arrived outside the room. The young diplomat pulled out a small round cylinder from a small pouch on her leg. She motioned Spiderman and her team to be ready. She threw the cylinder into the room surprising the men inside. The capsule exploded in a flash of light. All occupants of the room were temporarily blinded. The rescuers took this opportunity to leap into action. As Spiderman took down the first two gunmen, he realized Silver and her team were far more experienced then the terrorists, in the brief seconds that the fire-fight had begun they had already taken down over half the mercenaries. One of the soldiers tried to get Silver from behind but she whirled around delivering a solid kick to the man's head knocking him to the ground. Silver then fired off another bullet into a mercenaries shoulder before one of her guards slammed the man to the ground. 'This will teach me looks are deceiving.' Peter privately thought to himself. Another mercenary tried to fire at Silver but Peter grabbed the gun, forcing the man to fire upwards. He then delivered a rib-shattering elbow to man's chest.

Spiderman, Silver and her wild pack stood in the middle of the bullet-ridden room. Silver issued commands to her men and they started to untie the hostages. Peter heard the rush of footsteps rapidly approaching the door, he warned everyone of the coming noise. Silver and her men readied them selves for another attack only to be met with armed police in swat gear led by Captain Stacy. When George saw the hostages were safe he let out a sigh of relief. However that relief disappeared when he cast his gaze on the masked vigilante in black and red. Immediately the police raised their weapons ready to fire on the masked hero. They were met with surprise when the ambassador to Symkaria stepped in front of him with her guards. Stacy quickly shouted out to her, "Ma'am please step away from the vigilante he's dangerous and wanted by the law!" Silver was not pleased at this news; "You raise your weapons at the man who just helped save over a dozen lives while you waited outside until you heard gunfire! I expected better of New York's finest." This comment caused several cops to back off although Stacy held firm. "Ms. Sablinova, I will ask you one more time to step away from the vigilante or else w-" "Or else what you will fire at me too? If that happens, what do you think will happen when the U.S. government hears that it lost a lucrative deal with a foreign nation because some cop shot the ambassadors daughter trying to catch a masked hero?" At this comment Stacy reluctantly lower his weapon.

"That's better don't you think so?" Silver turned around to face Spiderman. "Thank you for your help, without it I might be dead, and our countries at war." Spiderman shrugged sheepishly. "Well you guys seemed to handle it fine after I set you free. That was some kick as skill back there." "My father was concerned for my safety so he had me instructed in all forms of self defense he believed I could handle. It has served me well today. I must again offer you my thanks, and as compensation for the endangerment of your life on my behalf, a reward will also be given." This news shocked Peter, he quickly declined the offer. "Hey don't think I'm not grateful, but I don't do what I do for a reward. I o it because it's what's right." Silver smiled at this comment. "I see a man of skill and high morals. Please remove the lower part of your mask, don't worry I wont try to remove it." Spiderman saw no harm in pushing the lower part of his mask up, revealing his mouth. Silver then grasped the edge of his face, "On behalf of the people of Symkaria, Thank you." She then leaned forward while pulling Peter closer and planted a kiss on his lips. This seemed to shock all occupants of the room. The kissed lasted for about five seconds before she broke contact. "Uh… Yeah… no problem…" Peter mumbled while blushing under his maskNoticing that the police was still there in the room Peter decided to scram for the night. He quickly dashed out a window before web swinging away. Silver stood where she was smiling. Her guards escorted her away down the hallway. "He is a surprisingly good kisser." She said smiling as she walked away from the scene of the incident.

…..

**Warehouse**

'That was quite a night!' Peter thought to himself as he arrived at his warehouse. He crept into his secret hideout only to see two figures standing in his makeshift living room. The two turned around to look at Peter. "Gwen, MJ, why are you guys here?" He unmasked himself in front of his recent confidants. "We heard about the hostage incident was everyone okay?" Gwen was clearly concerned about Peter and her father. "The people are fine, I'm fine and your dad is fine, he tried to arrest me. Again, but one of the diplomats talked him down. I'm still pretty sure he still wants me in a cell though." Gwen sighed at the news. "Well he's just doing his job." "Yeah but you got to admit other heroes do this stuff and they don't have cops pointing guns at them." MJ's comment did make Gwen think about it. "Maybe they think you're too violent, I mean most of the guys you catch are sent to the hospital instead of the precinct." Peter was removing his web shooters when he turned to give a reply. "Yeah well most of the people they attack aren't so lucky. Putting them in a hospital is better than what they did to their victims." This comment made both MJ and Gwen stand silent, reflecting over what he had said. "Anyway, you still didn't answer my question about why you guys are in my warehouse." MJ gave a snarky reply "I don't see your name on it." Peter gave her a stern look before she relented. "Fine, we were hooking up some new gear to help you with your whole 'lone hero' act." Peter looked around the room and realized that there was now a large desk with several computer screens that were hooked up to several processing units. "Where did you guys get this stuff?" "One of Mark's friends knows a guy, he gave us the stuff and we hooked it up. I was able to tap the cities security cameras to see the hostage situation, it wasn't very clear, but it got the job done. MJ helped." Peter looked at MJ in surprise. "Don't let the pretty face fool you, my dad taught me a lot when it came to engineering. I can tinker with some stuff."

"You guys are starting to impress me." The two beauties smiled at his praise. "Well Gwen here is the computer geek when it comes to the software, I guess were tech support." "Yeah, well the lone hero act was starting to get depressing, thanks for the help." "Hey what are friends for?" The three new allies spent the rest of the night looking over the warehouse and showing each other around.

**…..**

**Triskelion**

Nick Fury stood in the conference room with three others. He turned around to look at three of the members of the Ultimates, Clint Barton aka Hawkeye, Natasha Rominoff aka Black Widow, and the living legend himself Steve Rogers aka Captain America. "Alright people we have a situation developing in the middle-east and I want you three dispatched to deal with it. Military intelligence had informed us of weapons grade uranium in an arms factory. You will infiltrate and dismantle/destroy their uranium supply. All the info needed is contained in this drive." He then placed a flash drive on the table. It was picked up by the red-haired Black Widow, who proceeded to pocket it in her belt. "You will depart in two hours, any questions?" one hand was raised, belonging to the team's resident archer and deadpan snarker Hawkeye. "What is it, Clint?" "Where's Ironman and the rest of the team?" "Thor is currently working on environmental protests around the planet. Hank and Wasp are currently working with Banner on the unknown energy signs that flared up in the south. As for Ironman, we haven't been able to contact him since after the Hulk incident. I think Stark is personally having him avoid us. An as for the new recruits, Quicksilver and Scarlet Witch are still under observational training, plus their positions as mutant ambassadors in Genosha takes president over some SHIELD missions." "Alright, so we go in and neutralize the threat and destroy the uranium. Sounds easy enough." "Standard smash and grab." The team all stood up and left the room, all except for the captain. "Sir what aren't you telling us about Ironman, I thought you brought stark in two set up a meeting." "I did but he seems to be putting us on the back burner. He still doesn't like the idea of selling us weapons." "What's with that announcement? Stark industries isn't selling weapons anymore? Seems like he's gone crazy. Unless there is a bigger picture." Nick looked over at World War II's greatest hero. "He really seems to have let his previous mentality die. You might be able to gain a little insight on it if you asked." Steve frowned at this thought. "You know me and Stark don't get along, He really seems to hate me for mentioning his dad to him." Fury nodded and the captain left the room.

**….**

**Baxter Building, Lab**

Reed Richards was currently busy at work in his lab, trying to rationalize several equations that appeared on a holographic monitor. He stretched his arm to reach several of them. He grasped the hard light structure and began to compare them. "Reed how long are you going to stay cramped up in your lab?" Reed turned his head around (180 degrees) to see his fiancée Sue Storm standing in the doorway. "I'll be done in a little while, these equations are fascinating. One single correct reaction could open up years of scientific ach-" "Reed what is bothering you?" Her soon to be husband looked at Sue with a curious glance. "Susan I'm not quite sure what you me-" "Whenever you are upset or bothered you find some excuse to use the lab to let off steam. Unlike Ben or Johnny who punch, or burn stuff when they're angry, you think your way through that anger. So what's bothering you?"

Reed let out a sigh knowing his fiancée could read him like an open book. "We are the Fantastic Four aren't we?" Reed's question caught Susan off guard, "Of course we are. Why woul-" "I mean, we could go anywhere, do anything. But were here." Sue was becoming a bit unnerved by what Reed was saying. "Reed I honestly can't tell if you're being romantic or creepy, you need to clarify." Reed sighed looking at the equations he held. He lowered his arms, retracting them to their normal length. He lifted the equations in his hand before hurling them at the lab wall. The hard light illusions shattered into millions of pieces. Sue looked in shock ate her Reed. The man slumped down in his chair, placing his hand over hi face. Sue approached her lover with caution making sure not to seem scared, although the fear was for her fiancée rather than for herself. She knelt down in front of her soon to be husband. "Reed…" He looked up at her, "Susan, he was right. We don't do enough." Sue looked puzzled for a moment before responding, "You mean Spiderman? Reed …" "Think about it. We have all we need to help millions, yet I waste our time with exploring the tiniest new innovation that science has created. Look at us look where that has gotten us. We aren't even human anymore!" Sue refused to take this anymore. "You're wrong Reed!" She stood up in front of her genius boyfriend glaring at him. Her response had clearly surprised him as he looked up at her in surprise. "Look at what we are! We're heroes! If you feel like we aren't doing enough then say the word. We'll drop what were doing now and start making the big difference. You blame yourself for the accident, but you don't realize that we don't hold that against you! If we did we wouldn't have stayed! Ben, Johnny and me, we all decide to stay for a better reason than just no place to go! We stayed because we are a family. If we need to be more then lets be more!" Sue's words left Reed in shock. He looked down at the floor for a moment before looking up again at his soon to be wife. He saw the sincerity and determination in her eyes and smiled. He got up from his seat and hugged her.

The embrace was definitely not something Reed initiated most of the time, but it was a welcomed change. "Thank you Susan." His fiancée smiled at her boyfriend's improved mood. "You're welcome. Anyway it's been a long day and I need a shower." "Alright." As she walked out of the room she called back to her boyfriend. "And you are going to join me!" Reed looked up in surprise before smiling. "Deal" he then shut down the holo-projector, before following his fiancée.

…

**Parker House**

Peter climbed into his room and collapsed in his bed. He looked at the clock and saw it read 2:00. Peter sighed and tried to go to sleep, the events of today still fresh in his mind. His phone went off and he looked at the caller ID it was apparently from his sister. He picked up the phone and answered, "Hey Jess what's up?" "Heard you saved the ambassador of Symkaria tonight, you're starting to impress a lot of people here at the Triskelion." "Jess I told you I'm not sure if I'm gonna join up with SHEILD or not." "I know what you said, just letting you know that some guys are getting a bit antsy here. The director is keeping them on a leash, but keep your eyes out for over friendly pedestrians." "Will do goodnight." And with that Peter hung up his phone and drifted off to sleep.

…

**Underground Lab **

The head scientist walked into his personal lab, stopping in front of his retinal scanner. The device injected a needle into the man's eye. After drawing enough DNA to confirm the man's identity it retracted, opening the door in the process. The Professor walked into the room ignoring the blood trickling from his eye. He proceeded into his lab before stopping before in front of a large container. It housed several small parasitic creatures that swam around in their tank. He had specially modified his creatures to copy whatever DNA they were exposed to. Essentially these creature could grow into whatever specimen he desires as long as they had a significant sample of genetic mass.

He entered some commands into the terminal. The tank seemed to churn for a moment before releasing one of the creatures. It was placed into a sealed tube that was then deposited into a slot outside the terminal. The head scientist picked up the tube and held it above his face. The creature squirmed in the tube before it began to sputter and die. The scientist frowned, he had hoped that his genetic research would allow his creations to survive but unfortunately they still seemed fragile. He needed extra help, experts in his field (other than himself). He headed over to a console before pressing a set of buttons.

"I wonder how they will react to the face of an old friend…" The man revealed another wicked smile before leaving his lab.

**Phew! Chapter 16 done! Thank you all so much for your support of my story. Let me know if you guys want me to do an Ultimate Ironman or Ultimate Avengers fanfiction, they would be interconnected to the Spiderman fanfic. **

**As always please leave your answers in the comments. **


	17. Chapter 17: New Day, New Problems

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**Hope you guys like this one!**

**Chapter 17**

**New Day, New Problems**

Peter left Midtown High in a hurry. He dodged several oncoming people, weaving in and out of the crowd. His reason for such rushed procedures was that a science expo was opening up near Oscorp, and as a new intern Peter was required to attend. Granted he had about an hour before it started, but being early garunteed some good sneak previews of the new tech. Stark Industries was helping to host the event as it had started a partnership with Oscorp to help develop new medical technology. There was even chatter about Tony Stark being present at the expo.

Peter arrived at Oscorp and after helping to set up some of Oscorp's new inventions Peter took the time to see what had been displayed. He was distracted by the sight of a worker slipping on one of the ladders, Peter rushed to aid him; but he was beaten to the punch when two elongated arms stretched out and caught the man. All of the scientists present looked at the rescuer, revealing none other than Reed Richards aka Mr. Fantastic. Behind him stood the Thing, Invisible Woman and the Human Torch. While Peter was grateful that the saved the workers life, he still wasn't comfortable around them after their little quarrel on the roof. He saw the group as they became surrounded by the press and scientists. Reed and Sue both being scientists started to converse with the other scientists present. Johnny began to fraternize with the reporters, dragging Ben in along with him. Peter was able to slip away from the crowd walking towards the staircase.

His phone began to go off and he decided to answer it. "Hello?" "Peter, it's me Gwen. Where did you go after school? You just bolted." "Sorry I didn't tell you, Oscorp is having a tech expo today, all employees needed. Plus, You know me, science geek." He could hear Gwen laugh on the other side of the Phone. "Yeah, well me and MJ might stop by the warehouse, we found some new stuff you might want to take a look at." "Awesome I'll look forward to it." He hung up the phone and looked over the crowd. The commotion over the appearance of the FF was stolen when a large black limo arrived. The car pulled up to the entrance of the expo and a young man wearing a black business suit walked out.

Tony stark was a well-groomed man (about 21 years of age) who had assumed control over his father's company at age 19. His father and mother had died during a car accident, leaving the young man in charge of the company. He had made plenty of innovation in the arms race, but after going missing about a year ago in Asia. After his return he held a press conference stating that he was abandoning the manufacturing of weapons. He now produced largely modified technology in regards to communication, energy, and medical research. He also had a company bodyguard, the superhero Ironman.

Stark approached the entrance of the building and entered. Reporters and cameramen swarmed him and his personal security. Stark seemed to handle this well, as he casually answered the question with short and rather ambiguous responses. He was greeted by the newly arrived Norman Osborn. The two men shook hands as they approached the podium to speak. The two business tycoons gave a speech of the wonders that modern science could produce. The combination of Stark Industries, Oscorp, and The Baxter Building (represented by the FF) had helped to manufacture the inventions presented around the expo. Peter was only half paying attention as he was currently looking at some of the new inventions that were currently on display. He noticed several strange looking men walking into the expo. They were wearing baggy clothing with hoods pulled up so far Peter couldn't see their faces. Peter stepped back from his spot on the stairs, an uneasy feeling taking hold of him.

There were 8 men in total who had walked into the expo. Each on of them stood stone still, no one was paying attention to them as the current speech being given by Reed Richards held the room's attention. The eight men looked around the building taking notice of the FF and the chief members of the organizations being represented in the expo. The figure's eyes began to glow red as they narrowed in on the FF members. Suddenly one of the arms of the eight individuals opened up into a long cylinder like barrel that began to crackle with energy. One of the security guards noticed this event and immediately pulled his weapon to fire. One of the other hooded assailants noticed this movement and jumped to the guard, grabbing the man by the throat before throwing him through one of the glass doors of the building. The commotion finally alerted the remaining individuals of the assailant's presence. The figure with the electric canon aimed it at Mr. Fantastic, before it could fire a red and black figure collided with the attempted shooter making him miss. The blasts sailed across the room smashing into one of the columns. Spiderman delivered a powerful punch to the hooded man's face. The figure slammed into the ground unmoving for a moment, it then slowly began to rise from the floor.

Before Peter could see its face his spider sense tingled alerting him to an incoming blast of electricity. He leapt out the way, letting the blast slam into a wall, as concrete started to fall Peter fired a web line to prevent the debris from injuring the civilians. Spiderman felt his spider sense activate again, he whirled around to see an oncoming assailant this one with a blade protruding from his arm. Before he could react a blast of fire collided with the man. The figure collapsed to the ground still burning, Spiderman looked to where the blast originated to see Johnny Storm, his jacket partly on fire. "Flame on!" his entire body then ignited in flames. He then took off from the platform firing several blasts of fire from his arms. The hooded assailants dashed out of the way. Mr. Fantastic and the Invisible Woman were evacuating all the civilians, including Norman Osborn and Tony Stark. The latter however looked rather reluctant to go.

Spiderman and Torch were doing their best to hold off the attackers. One of them grabbed Peter by the throat and began to squeeze. The man was then blasted in the face by a fireball, making the figure stumble backwards. Spiderman looked up at the burning assailant only see a metallic face with two red eyes looking back at him. "Torch they're robots!", Johnny looked back at him before he heard a loud smashing noise. Apparently Ben had slammed one of the drones into the ground wrecking it, although it did look like his rocky skin was smoking a little. "Y'know what that means right fellas? We don't have to hold back!" he then chucked the remains of the robot into one of its brothers slamming them into a wall. "C'mon! It's Clobberin Time!" he then leapt into the air smashing the ground sending several robots into the air. Spiderman and the Human Torch launched into action, slashing/punching and blasting respectively. 'This certainly makes it easier!" Spiderman shouted out stabbing a robot in the chest with all four of his mechanical arms.

By now three out of the eight drones had been destroyed. "Any ideas on where these things came from!?" Spiderman shouted to Torch and The Thing. "I'm guessin by the design and the fact they shot at Reed first, these were sent by Doom!" Johnny's response struck a memory in Peter's mind. 'Doom? As in Victor Van Doom, the leader of Latveria? The same country that sent those mercenaries after Silver!' Peter dodged a blade swipe and jammed his claws into the robots head before one of his mechanical arms decapitated it. Another droid jumped at Ben but it bounced off some sort of force field. Susan Storm projected her force field to smash the robot into a wall. Reed quickly leapt into action, wrapping his plastic body around the robot, immobilizing it. He then ripped off a metal panel on its head before rapidly rewiring the robots circuits. He let the robot go and it sputtered for about three seconds before exploding.

This left three robots left. Despite their small numbers the robots were difficult to put down. Spiderman then heard a slight booming noise before a red and gold figure burst through the room slamming into one robot and blasting another. The armored figure then slammed his fist through the chest of the first robot. The third robot leapt at him but it was countered with two arm rockets that launched from his arm. They struck the robot head on, piercing its metal plating before the projectiles exploded inside it. The last robot that had initially been blasted had recovered by this point. Its chest opened to reveal a pulsating green core. The Pulses became faster and it began to glow brighter. Reed quickly realized what was about to happen, "It's going to blow!" Susan quickly reacted throwing up an invisible force field around the robot. The machine blew encompassing the area which the force field covered. Susan seemed to struggle for a moment but luckily the blasts died out before the force field shattered, though several cracks were visible. Susan began to stumble but was caught by her fiancée before she collapsed.

Johnny and the others rushed to her aid. "Reed is she okay!?" Johnny was clearly worried for his sister's well being. Reed checked her pulse and breathing. "She seems to be fine, just exhausted from the strain." Johnny let out a sigh of relief. "That's good news." The robotic voice of the armored hero Ironman drew the attention of the group. "Not to seem like a stick in the mud, but could someone explain to me why a bunch of robots attacked my boss and the expo?" he sounded a bit peeved. "Unfortunately Dr. Doom seems to have been behind this, but knowing him his robots wont be ale to be traced back to him, and his diplomatic immunity would keep an investigation at bay for months." Reed's answer clearly made Ben and Johnny pissed. "Great. A mad man who rules a country just attacked a building full of people and he can just walk away." Ironman sounded very pissed about the idea of civilians being hurt, this was a surprise as he was suppose to be a company bodyguard. "Yeah it sucks, he also attacked the Symkarai embassy and took hostages. Even after I freed them the cops still couldn't find any leads that would bring us to a perpetrator." This news drew the attention of several of the members present including a newly awakened Sue. Reed spoke up first, "The kidnappers were from Latveria? That would make sense considering the tension between Latveria and the US." Sirens could be heard in the distance, and Peter took that as a sign to leave. "Where you going kid?" Ironman asked noticing Spiderman walking off.

"Hey unlike you guys the please want my head, and I'm not sticking around for that to happen." Before the others could speak up he fired a web line and took off. "I'll follow him! Flame On!" Johnny then took off into the sky following the masked hero. Ironman watched the two leave before he spoke to the remaining members. "So we got a new hero in town I see. He's got skill, from what I've seen TV." Reed nodded before responding. "He doesn't think very highly of us though. He believes we don't do enough to help all the people in the city." Ben continued Reed's statement. "He thinks that we don't do enough for the little guys, and hate to say it, but he's right." Ironman stood in silence as the police and reporters began to swarm the area. "Huh, someone like him could keep us honest." Ironman mumbled before he and the remaining FF members were swamped by reporters.

…

**New York Sky**

Spiderman was beginning to feel a little agitated from the Human Torch's repeated following and insistence for him to slow down. He had tried several maneuvers to try and shake him, but nothing worked. "Hey come on I just want talk real fast! How is that gonna be a problem?" Peter finally sighed giving up and setting down on a building that over looked New York's bay. The area was only a few blocks away from Peter's warehouse, making it a rather convenient spot to stop at. "Yeah what is it Storm?" Said hero landed on the roof, his flames dying out as he landed."Yeesh, I try to talk to you but you decide to bark at me, picking up a lot of hostility from the that, not a fan." Pete was starting to tire of Torch's attitude. "Hey you stopped me remember? Make it quick or I'm booking it." Johnny sighed before answering. "Listen you were right." This caused Peter to pause in surprise. "I'm sorry did you just say I was right? About what?" "About not doing enough, look I know we go out and face the bad guys, but it's only the big bads. I mean, you're still an asshole, but you at least keep the thugs off the street." Other than the asshole comment Peter felt a little proud of the fact a team of big shot heroes was taking his advise. "Yeah well you guys did protect the little guys at the expo. And I was a little harsh on the whole criticism." Johnny was about to respond when they both heard an alarm going off in the streets they noticed several men in masks carrying duffel bags out of a building. "Well why don't we continue this talk while helping the little guys?" Peter suggested. Johnny simply smiled as they both dove off the building to confront the thieves.

….

**Latveria**

"Good doctor, I'm afraid we have bad news. The attack on the expo has failed, the doombots were unable to kill Richards and his team. And the ambassador of Symkaria has denounced any of our attempts at negotiations." The servant seemed worried of her masters reaction, but she was surprised by his answer. "It matters not whether Richards or his so called 'Family' survived. The doombots were able to send the virus inside Oscorp's servers. Now I will have access to all of their technology and research. As for the attack on the embassy, that was just to send a message that we are not to be trifled with." The man speaking finally stood up revealing a tall figure wearing a green cloak, his skin was composed completely of metal, and his legs were shaped like metallic satyr legs. His hands were clawed and his face was covered by a scowling mask. He stepped off of his throne and proceeded to an archway that led out of his castle.

Dr. Doom looked out over his beloved country of Latveria, satisfied with its current status. His attack had been to steal data on biological research to better allow his subjects to heal and live more comfortably. Also the secret bio experiments Oscorp had black listed would also be available for his research. He took one last glimpse over his country before returning to the palace, intent on devising his next plan.

…

**New York City, Warehouse**

Peter arrived at the warehouse about an hour after the events at the expo. He would have a lot to explain to Gwen and MJ if they didn't already know about it; odds were that the two knew. He also had to inform them of the new communication device that the Human Torch had given him as a peace offering between Spiderman and the FF. He had accepted it with a good sense of pride. He was making a better reputation with the major heroes, but the law and public still saw him as a violent vigilante, which Peter did agree with. Peter entered the warehouse and saw Gwen and MJ busy at work with the computer hardware they had set up the night before. They were both currently under the computer station messing with several wires and cables. Peter had to admit the vie he got wasn't bad. He decided to cut his amusement short by making his presence known. "What's up girls?" The two were so busy working that they hadn't noticed Peter's entrance until he spoke. The surprise of his voice made both of them jump in surprise, this also had the unfortunate side effect of making the two hit their heads on the table.

Peter winced at the sounds they made. "Owww….. Peter! At least knock before you come in." Gwen said rubbing her head. "Yeah … I'll do that next time." Peter said sarcastically. He walked over to the computer console they were working on. "What's so special about this thing?" MJ got up from under the table. "It's now hooked up with some increased processing equipment, as well as a direct link to the police data banks. So what the cops know, we know." Peter smiled, this could give him an edge. He walked over to one of his workbenches to set down his gear.

"We heard about the expo attack, was anyone hurt?" Gwen asked. "We screwed over several robots, but no people got hurt." "So you had a little team up with the FF and Ironman, huh?" Peter looked up at MJ who had a smug smile. "Some ones getting pretty popular." Peter shrugged. "What can I say, I have a certain charisma." "Riiiight." Gwen said as she and MJ went back to work on the computer terminal.

…..

**Triskelion**

Nick Fury entered the briefing room and looked at the armored figure that stood in the center. "Good to see that Stark still has his poster boy in line." Ironman turned around to look at Fury. "You only get to use Stark so many times before I start ignoring your calls." Nick smiled at the comment, even though the hero was clearly pissed about being in the middle of a SHEILD facility. Several guards rushed into the room, weapons raised and ready to fire, all of them pointed at Ironman. To the hero's credit he didn't look phased in the least. Fury on the other hand looked pissed. "What the Hell is this!?" a female Sargent stepped forward, "Sir! Sargent Maria Hill! Techops has reported a breach in the firewall! The signal source was emanating from this room, or more specifically from him." She gestured toward Ironman. Fury turned to the gold and yellow hero. "Any thing to say shellhead?" Ironman casually shrugged his shoulders, as if not caring he had been caught. "Wanted to see what you had alpha team doing in the Middle-East. Is that why you tried contacting me before hand?" Fury nodded.

"Shit. Now I wished I had come sooner. So what do you want now?" Fury looked at him before speaking. " Right now I need to know, can we count on you to be a member of this team?" Ironman stared at Fury for about ten seconds before responding. "Interesting offer." He then proceeded to walk out of the room, the guns still trained on him. "Oh and by the way…" he turned around and released a blue pulse like wave from his palm. The wave washed over the room as the guns the men held began to pop and spark. The soldiers and Hill all dropped their now smoking rifles. "…Stark sold you some lousy guns, but I'm in." He the left the room, leaving a group of stunned soldiers and a Smiling Nick Fury.

Nick left the room about five minutes later. He walked down the hallway until he stopped. "You know I helped teach you stealth, why do you bother hiding from me?" Fury's question caused a red and white clad figure to drop from the ceiling. "Yeah well it never hurts to try." Jessica Drew stood up from the ground before she saluted to him. "At ease soldier. What did your twin say about my proposal?" "He said he needs time to think it over, he does have until his eighteenth birthday to decide." "True, I'm not gonna force him into it now, but he'll have to choose eventually." "Yeah, I'll make sure he'll make the right one." Fury nodded at his young ward before departing the hallway. Jessica followed after him. "So I heard that Ironman is staying on board with the Ultimates. What do you think Stark will think of that?" "He'll be on board, him an Ironman see more eye to eye than the rest of us do." Jessica looked at her mentor before speaking. "We certainly are adding a lot of oddballs to the family. A living legend, two trained assassins, two mutants, a pair of size changing scientist with relationship problems, a self-proclaimed god, and a Hulk. And lets not forget my brother and I; plus god only knows how many other candidates for the Ultimates." Fury smirked at his protégé's long winded comment.

"SHEILD has a habit of collecting a lot of oddballs. But that's what makes us the best." Fury and Jessica continued down the hallways of the Triskelion, leaving the previous conversation behind.

**I hope this is a good chapter for you guys. I'll be starting on an Avengers story in a little while so keep your eyes peeled for that when I tell you. Also any more villains or character you want me to introduce, shoot me a review with some advice or ideas, it ain't a bad idea unless you don't share it.**


	18. Chapter 18: Hell Ride

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**This chapter will introduce a new character that is highly underrated (Though the movies were terrible). Hope you like what I've done with the character.**

**Hope you guys like this one!**

**Chapter 18**

**Hell Ride**

* * *

**New York City**

Spiderman swung through the city looking for any sign of trouble, mainly so he could vent some rage. His current state of anger was due to a certain online newspaper demeaning his already awful public image. Normally he didn't care what a bunch of journalists thought of him, he wasn't a hero for the sake of being a celebrity. But this news editor guy, Jameson, he really got under his skin. The guy apparently had a deep grudge against anyone who wore a mask. He really ripped into any hero with a secret identity. He even had something against guys like Thor and Ironman. But as of currently he was telling the vast majority of New York that Spiderman was nothing more than a violent criminal. Violent was something Peter wouldn't deny, but being called a criminal by some asshole that didn't even bother to say it to his face was something that made Peter's blood boil. He had to admit, Kraven's training in self-restraint definitely helped to restrain Peter's more violent thoughts that were directed at the publisher.

He swung around a building and landed on the window of a skyscraper. He looked out over his city, looking for any sign of trouble. His communicator went off and he tapped the piece of his equipment that rested in his ear. "Peter can you hear us?" MJ's voice came out of the earpiece loud and clear, emphasis on the former.

"Yeah, lower the volume though geez!"

About a second of silence followed before he heard Gwen speak. "This better?"

"Yeah, I'm not going deaf now. So the new coms work fine, how about the cameras around the city?" There was another pause before he heard their response.

**"Yeah live feed is good and stable. We should really make some spider drones or something. The cameras in this city only see so much. Now if we were in London that wouldn't be a problem."** Peter leapt of the building firing a web-line onto another building, he swung to another building to try and get a better angle of a street ally.

"Yeah well were not in London so we'll have to make do. But those drones do seem like a good idea."

**"Yeah well your welcome, just make sure you give us credit when you get famous off of them."** MJ joked over the com-link.

Peter was about to make a witty retort, but Gwen interrupted him. "**Hey police chatter is all over the place, some thing big is happening near Grand Central station. I can't make out what they're saying, it doesn't make any sense!" **

Spiderman began to swing towards the train station prepping himself for a fight. "Just tell me what you can make out. I'm sure I've heard crazier."

Gwen's response however made him swallow those words, **"They're saying a giant dog is wrecking the station… and its fighting a… well a…uh…" **

"Gwen just finish the report please, while we're young!" There was about a five second pause before MJ spoke up to finish for Gwen.

**"A flaming biker with a skull for a head."** Spiderman landed in front of the station seeing dozens of people fleeing from the commotion going on inside.

"Okay, Gwen…I apologize, that one is new." He saw several police cars that were damaged, cops lying on the ground some staying just as faraway from the building's entrance as the pedestrians. He dove into the building looking for the source f the destruction. When he entered the lounge area he saw what looked like a warzone. The area had been effectively demolished; fires were raging all over the place with debris littering the area. "What did a train come through… here…" he had looked to his right to see an actual train had been slammed through the wall. "Bad choice of words." He heard a loud smashing noise echoing through one of the terminal pipes.

Spiderman jumped down the stairs looking for the two beings described by the police. He saw a figure smash through a wall and land about three meters away from him. Peter had seen several crazy things in his short five months of being a superhero, but seeing a man with a flaming skull as a head was not one of them. The figure that stood before him had a human skull but it was completely consumed by fire. His skull looked like it was charred from the intense heat. The being wore what could only e described as biker clothing. He had on a thick leather jacket that was currently bubbling on the shoulders (It was also partially on fire, embers burning through parts of it). It also wore torn jeans with flames licking the air from the rips in the apparel. He wore spiked gloves and biker boots that went up to about mid calf. His jacket was partially open as it exposed his blackened ribs that were also on fire. Peter decided that it was a safe bet that this guy was a skeleton on fire. He looked towards Peter's direction before raising a glove-covered finger."_You…Innocent…" _He then turned back to the hole in the wall as he walked back through it.

"That was …Freaky!" Spiderman then dashed through the hole looking for the flaming spectre. He found him standing in front of a large (more like massive) hound dog. This creature was the size of a pickup truck with a gaping jaw filled with teeth as big as stalactites. Its body seemed to be made of smoldering flesh. The beast lunged at the flaming biker but it was met with a long metal chained that wrapped itself around its neck. The burning individual then pulled the chain; this causes the massive beast to be flung through a train. "Hey buddy we need some consideration for collateral damage!" Spiderman landed next to the chain-wielding vigilante.

_"You talk too much!" _the creature said as he charged at the downed beast. Its recovery time was miraculous as it immediately leapt from its downed position to tackle the flaming biker. He was pinned to the ground the giant hound ready to rip his head from his body. The action didn't occur however as New York's resident wall crawler had latched onto the beast's head and was now slashing and clawing at the monster. Peter had to admit to himself that the hound's hide was pretty tough. His claws had been able to tear through harden steel, yet he felt his claws were barely digging any deeper then a few inches. The creature's blood spilled onto the upper portion of Spiderman's suit. The second the blood touched his suit it began to smolder and burn.

"What the Hell!?" This slight distraction was enough for the best to hurl Spiderman off of it. Said hero was able to land on his feat although a small part of his costume was burnt.

"_Don't let it touch you, its blood burns like fire!" _The flaming biker said as he stood next to Spiderman.

The large monster then let loose a huge blast of fire towards the duo. Before Peter could react the skull headed biker threw out his chain and spun it, the chain lit on fire and countered the blast fired from the hound. As the flames and smoke disappeared the duo saw the large beast running down the tunnel, fleeing the fight. "Oh no that things heading into the subway!"

"_I've got it!" _The burning biker used his hands and whistled, Spiderman suddenly heard a loud rumble and turned to see a motorcycle completely coated in fire. It skidded to a halt in front of its master. The flaming rider got onto the bike, it roared to life and sped off. Peter quickly followed swinging as best he could in the cramped tunnels. Try as he may there was no way he could catch up to the speeding creatures.

"Gwen, MJ I need you to pull feed from all the security cameras and police radios, find out where these guys are!"

**"Just give us a second Peter!"** Spiderman swung to the edge of a tall building and clung to it. He sat for about ten seconds before he received a response from his friends. **"Peter we got a hit on where they are! It looks like they're heading towards the docks!"** MJ's response prompted Peter to jump from hi perch and swing towards the docks. He finally arrived and he saw the two supernatural beings in a fierce clash. The flaming rider was currently wielding his chain striking at the creature and blasting it with blasts of fire. The large hound seemed to only be mildly injured from the attacks its adversary had unleashed upon it.

The creature began to charge up what looked like another blast of fire. Spiderman jumped from his perch and landed near a fire hydrant. He then smashed open the top and pushed the surging water in the direction of the great beast. The water slammed into the hound dog, but the water quickly turned to steam as soon as it touched the creatures hide. The monster then set its sight on the masked vigilante and charged, but its assault was interrupted by the burning biker, who slammed himself and his bike into the beast. He then threw his chain around the creature, the spiked end of the chain (Shaped like a cross between a hook and a scythe) into the creatures hide. The flames on the rider then changed from the blazing orange and red to a fierce light blue. The chain that the rider held was then set ablaze with the same blue flame. The large beast then burst into flames. The creature then began to decay, the blue flames eat away at its being. Eventually the creature was finally burned to ash.

Peter looked in awe at the scene before him. The burning rider stood up from his position, only to immediately fall down to one knee. Spiderman rushed to his aid. "Hey man, wha-" He then noticed a large object protruding from the rider's side. "Holy shit! Is that a …"

_"Tooth…stings like a bitch!" _The rider grunted in pain as he tried to remove it.

"Hey man, are sure you should remove that?"

_"Just rip it out fast, I'll be fine." _Peter reluctantly decided to remove the tooth. He grabbed it and ripped it out of the creature's gut. He howled in pain for a moment. Suddenly the flames on the man's body died out. The charred bones that began to cool soon became encased in muscle, followed shortly by skin. While at first appalled by what he saw, Peter soon realized that the flaming being had now transformed into a human (around 21 years old) with brown hair and brown eyes. His side was still bleeding from his earlier wound.

"Man I need to get you to a hospital!" The man grabbed Peter's arm.

"No hospital! Just give me a second…" the wound on his side soon began to burn. He covered with his left hand, causing the flame's intensity to increase. After about a minute, the man removed his hand from the wound to reveal a nasty scar.

"Okay effective, but gross." Spiderman helped the man to his feet supporting him with his arm and shoulder.

"Just get me…to my bike…please." Peter conceded to the man's request.

He helped him get to his bike, where the man proceeded to lean against it. "Soooo…you mind telling me who the Hell you are!?" The man looked up at Spiderman, looking him over before he spoke.

"Names Blaze, Johnny Blaze."

"Alright Mr. Blaze, how the hell are you able to turn yourself into a flaming skeleton?"

"What is this twenty questions? I'm a ghost rider, that's how." He said it so matter of factley.

"I hope you realize that's not something normal people know."

Blaze looked at him, "I was being sarcastic in my tone. But yeah I would be surprised if you did know what I was."

"OK, so You're a ghost rider?" The man nodded, checking over his wound.

"Yep, basically Hell's bitch, well up until a year ago." This comment made Peter pause.

"What!?" Blaze sighed before continuing.

"Sit down, this might take a little while." Peter leaned against the wall of a building. Johnny then went on to explain that he and his girlfriend, Roxanne, had been driving to a biker club, where they were kidnapped by a group of cultists. "They killed us both in some sort of satanic ritual. They sold to innocent souls for wealth and power. That was 1995."

"Wait, you died twenty years ago? Please explain how your still here then."

"I would if you don't interrupt me! Now as I was saying, during the ritual they asked for wealth and power, and they got it, but when Mephisto makes a deal he keeps the other hand, normally by throwing some problems in their lives." Peter held up his hand to stop John's monologue.

"This Mephisto guy, who is he, like the devil?"

"Not exactly he a powerful demon, and yes they do exist as does magic, and No I will not explain that in detail. He likes to tell people he's the devil. He offered me a deal while I was in Hell. I would become the new Ghost Rider and I could get revenge. The Ghost Rider is literally a human soul that is imbued with Hellfire, flames so intense that they burn the soul. I was to trained in Hell for 15 years, and in exchange Roxanne is would be set free from hell and would have a new life. So I agreed."

Peter looked at him in shock, "That must have been pretty hard for you." The man nodded. "I was given the power of a spirit of vengeance, a being of pure rage at injustice in sin, he then set me loose on Earth. For the first three years I tried to stay away from people, the second the spirits senses sin, it will destroy the sinner. I wandered around for a while until a certain doctor helped me out. Ever hear of DR. Strange?" Peter thought the name over for a moment, it definitely sounded familiar.

"Wait you mean that neuro-surgeon who went missing a few years ago? He's alive?"

"Yeah, and trust me he's a lot happier with his job now, he's the sorcerer supreme, literally on of the strongest magic users on the planet. He helped me get back control over my soul, I stayed with him for a couple of months, but I couldn't stay. I literally have hell hounds on my ass, that attack at the station was meant specifically for me."

"Well they did a pretty god job of blowing that place to Hell."

"Yeah, I can't stay in one place too long, not when the devil want's his best soldier back in his service."

"So what was that blue flame? Hellfire?"

Blaze shook his head. "Angel fire, once a Ghost Rider frees their soul from hell they gain the power to use it, its pretty exhausting though."

"Yeah, and destructive, no offense." Spiderman gestured to the destroyed area of the dock.

"Hmph…you know those newspapers don't make you seem like you care about collateral damage, but you got a clean soul."

"A what?"

"Your soul is clean, or innocent of sin. Riders can tell when in our other form." Blaze stood up and checked over his wound. He seemed to think it was fine as he got on his bike. "You're a good kid, and thanks for the help."

"Anytime Blaze, where you going?"

"As far away from a city as possible. If Hells after my head then it's gonna be me against them, and no one else is going to get hurt. Thanks again, and keep doing what your doing, the city will come around eventually." Blaze and his bike suddenly burst into flames as he sped off down the docks and out onto the water, surprisingly he didn't sink, he kept on going like he was on a road.

"Man, I need to get me one of those."

Peter then heard the sound of sirens approaching. "Shit!" he then fired a web-line and swung off towards the warehouse. 'Hope you settle your problem soon Blaze.' Peter thought as he soared through the city. He eventually landed on the roof of the warehouse and crawled in through the skylight. "Hey kids! Daddies home!" Gwen and MJ looked at him with small smiles. "So how it go? We lost sight of you after you went to the docks?" "You guys should probably sit down, this will take a while, and please save the questions 'til the end." Peter then went to work explaining his night to his friends.

* * *

**Next Morning**

Peter walked out the door of his house and headed down the street. His intended destination was the hospital Flash was still comatose in. He arrived at the hospital about fifteen minute later and proceeded inside. He signed the guest log and noticed two other names had been placed on the list, Harry Osborn and Liz Allen. Peter walked to the room where Flash was currently resting in. He saw his two friends sitting in chairs around Flash's bed. Peter knocked on the glass door to alert his friends to his presence. They both turned to look at Peter. "Hey." He gave a weak wave. "Hey Pete…" Harry said, unsure of how to respond. Peter pulled up a chair and sat down.

"Hey. So how have you guys been?" "Fine, what about you Peter?" Peter shrugged his shoulders at Liz's question. "I've been busy, some stuff's been piling up and I'm just trying to work through it." Harry and Liz nodded in understanding (at least what they thought they understood). "Met some new people as of lately, kinda weird but pretty cool." "You'll have to introduce us then." Peter nodded in agreement, "If I can." The three friends continued to idly chat about what had occurred in their lives.

* * *

**Later, Connors' Residence**

Dr. Curt Connors walked into his family's apartment expecting the light to be on. He was surprised when he found that the lights in his apartment were turned off. He looked around in the dark. "Martha, Will?" He called the name of his beloved wife and eight year old son. He received no response. At this his anxiety increased. His wife and son were usually here a good hour before him. He attempted to turn on the light in the living room, but was distracted by a light in the kitchen. "Martha?" Curt cautiously called out as he walked into the kitchen.

When he entered he saw the face of the last man he ever wanted to see. "You!" "Hello Curt, I would say good to see you, but as you know I hate lying." Curt glared daggers at the man sitting in the chair. "Get out of my home!" "Please Curt, don't yell when your family is here." He gestured to the door to his left. It opened to reveal his wife, Martha, holding her son in her arms, a tall man holding her arm with one hand, a gun in the other. "Martha, Willy! Please don't hurt them!" The man gave another smug smile. "Please, I'm not some savage. I simply wish you to aid me in a little experiment." Connors looked even more mortified. "I will not help in your so called experiments! You have no morality or sense of consequence for your actions!" The man simply shrugged. "Is it so wrong to make sacrifices for perfection?" "You monster!"

"Now, Curt if you want your family to remain safe, then you will cooperate. Your work will be the starting of a brand new species. So what do you say my old friend?" Curt looked at his terrified wife and crying child. He then looked back at the man he most reviled, Curt wanted nothing more than to spit in his face and tell him 'to go to Hell'. But, he had to put his family first. "Ill do it." The man let out another wicked smile. "Excellent!"

**Chapter 18 done, hoped you like what I did with ghost rider. He wont be a continuous character, but he will appear once or twice again in this story or my future ones. Dr. Strange will also make a cameo in future chapters. If anyone wants any more villains then send me a request in a review. **


	19. Chapter 19: Complications

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**Chapter 19**

**Complications**

**Midtown High School**

The day at Midtown High was pretty uneventful, Peter went to class and as usual, aced his tests. The bell rang signaling the end of the day. Peter began to walk out of his science class when he decided to stay behind to talk to his favorite professor. After the last student had left Peter walked over to his professor. "Hey Professor Miles, can I talk to you for a second?" "You seem to be doing that right now." Miles replied with a slight smile. Peter gave his professor a small smile. "Yeah well I spoke to an old acquaintance of my parents, Dr. Otto Octavius." "Otto!? You spoke to him!? How is he doing after all this time?" Peter took a step back do to his Professor's enthusiasm. "Yeah, he's doing fine. He took a consulting job. He seems like he's doing fine. He also asked me how you were doing." The Professor smiled at this. He ushered Peter out of his room as he locked it up, It was Friday so all the teacher were closing up shop. "Well I'll have to stop by to catch up with him." "I think he'd like that." The two walked out of the school. Peter saw Gwen and MJ standing at the front gate, both had been introduced to the class about two weeks ago. In less then a month they had already attracted a lot of attention. Mostly from the guys.

As much as Peter didn't want to admit it seeing several guys hit on Gwen and MJ did piss him off. He tried to pass it off as just being overprotective, but Peter was beginning to think he was lying to himself. The two girls waved at him from the school's gate. He waved back and said goodbye to his professor before walking towards the two. "Hey guys we ready to go?" The two nodded and the trio walked off towards the direction of the warehouse. "What were you talking to Miles about?" "Oh, just letting him know some stuff, no bid deal." The girls left it at that as the group finally arrived at the warehouse. The group walked into the area and noticed a lone figure in the middle of the room. The figure was a girl with long brown hair who was looking at the computer terminals that the girls had set up. Peter instantly recognized the figure, but Gwen and MJ didn't take the intrusion as lightly.

"Hey!" MJ shouted storming towards the figure. "Who the Hell are you?" Jessica turned around to face the raging redhead with no trace of fear. "Just checking out the little tech support stand you set up, it's not bad, definitely more than what I expected." "What's that suppose to mean" Gwen spoke up storming towards Jess. "Hey I'm just saying that for people who aren't geniuses you got a good setup." MJ and Gwen looked at her incredulously. MJ finally spoke, still pissed, "Was that a backhanded compliment?" Jess simply shrugged her shoulders in response. "You were right Pete, they do have some great skills." The two girls then turned to look at Peter, "You know her!?" they both shouted at the same time. Peter let out a nervous chuckle, "Umm… Yes?" Jess gave him a weird look before speaking again. "Man that hurts Peter, you didn't tell them about me? For shame!" She said this in a teasing tone, enjoying the distress that it caused her twin.

"Peter, care to explain to us who this is?" Gwen and MJ seemed to have become about a million times more intimidating, and this was coming from a guy who faced criminals as a hobby. "Well…I…uh…she…" "Well?" Gwen was becoming very impatient, as was MJ. Peter felt like this situation was very odd. 'Man, why do I feel like they're accusing me of cheating on them?' Peter scratched his head before walking over to Jess and putting hi left arm around her shoulder. He turned to face the stunned girls before speaking, "MJ, Gwen, this is my sister, Jessica."

The room was engulfed in silence for about five seconds. Then it turned into Hell, "Whaaat!?" Peter and Jess both covered their ears as the two teens screamed at them. "Peter since when the hell did you have a sister!?" "Since we came in contact with each other about two months ago. It was after Eddy died." At the mention of Eddy the mood in the warehouse darkened. Peter then went on to explain the meeting between the two siblings. About half an hour later the situation had been mostly resolved. "So why exactly did you keep this a secret from the both of us?" MJ was still rather pissed about the reveal. 'She's pissed that I didn't tell her?' Peter thought. He looked at Gwen and saw an expression that was similar to MJ's. 'Wait she's pissed too? Just great.' "Well bro? You gonna answer the lady?" 'Jess when this is done I'm going to get some serious payback, somehow…' "It was kinda a big deal at the time. I was trying to find a way to break it to you, and I still haven't found a way to explain it to May yet!" "That can wait for a while." Jess finally chimed in. "Ok, so no telling May." MJ and Gwen nodded in agreement to keep it secret until they could break it to May.

"So you two have been teaming up for a while?" MJ asked. "Only a couple of times. But man I gotta say, I didn't know you were such a stud with the ladies. I saw them from a distance, but I got to say you've hit the jackpot with these two!" His sister's teasing effectively made Peter and incidentally the two girls blush. "Shut up Jess!" he said elbowing his sister. "I'm serious first it's these two and then you got a smooch from that Symkaria ambassador, how was that by the way?" Jessica's statement had unintentionally grabbed the attention of MJ and Gwen. Their eyes narrowed at Peter. "So you got a kiss from that silver haired chick did you?" MJ asked her tone changing to a very dangerous one. " "You seemed to have left that part out, Mr. Hero…" Peter gulped nervously as he looked at the two women he had been supported by, up until now. Seeing that she had effectively embarrassed her brother and the two girls who clearly had the hots for him, she decided to change the subject. "So you two act as his support system?" The girls hesitated before responding, still not fully trusting the new girl. MJ finally decided to speak. "Yeah, we act as his eyes and ears by hacking the city's cameras and police radios. It's not totally reliable, but better than nothing." Jessica nodded her head in understanding. "It might be a better idea to install cameras on your costume for some real time accuracy Pete." Peter thought this over "That would actually help in some cases…" The MJ and Gwen also nodded their heads in agreement. "That way we can make sure you don't do anything stupid." She said this tone with a small bit of malice directed at Peter. 'Man! Are she and Gwen really that upset about my kiss with Silver? Damn you Jess!' Peter sent a glare at his estranged sister, said person smiled back innocently.

"Alright I think I might be able to scrounge something together from stuff at Oscorp." "Well make sure it's durable, your fights aren't exactly light scuffles." Gwen and MJ agreed on this fact. "Fine I'll get some of the more advance tech to make it." Gwen spoke up to add another idea. "Maybe a tracker too, one for your suit and portable ones to track guys you might lose in a fight." Peter thought this over "Hmm… that might take some more haggling, but I could at least try." The group then continued to discuss new ideas for upgrading Peter's arsenal. "How about some new web fluid. It wouldn't hurt to have a few surprises on hand." Peter thought over MJ's suggestion. What type of web fluids could he develop that could give him an edge. He could try a flammable one, but that might back fire, literally. His normal webbing was pretty strong, but in his fight with Juggernaut and Rhino were able to tear through his webbing with minimal effort. 'Maybe a high impact webbing?' Peter thought this over for a moment. "Maybe…"

A small beeping sound occurred in the group's presence, they turned to see Jess take out a small silver phone. She answered it and her eyes momentarily widened before she answered. "Understood sir, I'll be there soon." She then hung up her phone and proceeded to get off the couch. Peter did as well. "What's happening?" "SHEILD business, they need me to come in, nothing major, they just need some help, See around little brother." She then walked out of the warehouse ignoring Peter's protests of how there was no proof of her being the older twin.

Peter turned back to face his two companions only to see that they had gotten up and started back to work on the terminal, checking to make sure Jessica had not messed with anything. Peter sighed apparently the sudden appearance of his site has sparked some trust issues in the group. Peter walked down the steps to his makeshift lab. He began to brainstorm the best way to increase his webbing's strength. If he could cause the chemical enzymes to create a quicker reaction, he might be able to increase the durability of his primary tool. After about an hour of tinkering, Gwen walked into the lab. She saw Peter busy at work on his web shooters, adjusting and replacing parts. "You really are a science geek aren't you?" "Yep, tinkering helps me think. Plus it's very productive." He said these words without even glancing up at Gwen. Said girl decided to sit down in a chair that was up against the wall. "So where's MJ?" Peter asked. "She still working on the hardware, trying to increase the range at which we can see the city through the cameras." Peter nodded in understanding before checking his phone for the time. It was almost seven. Peter began to finish his work, reconstructing his web shooters so he could use them tonight. "I installed a small tracker in my web shooter so you can keep track of my position while I'm on patrol." Gwen smiled, "Great!"

Peter dressed in his costume and got ready for patrol. He prepped hit web shooters and double-checked that his mechanical arms were fully operational. Once he had checked all his equipment, he left the warehouse and he headed for the city. "Okay New York! What have got for me today?" He swung from one building to the next looking for any disturbances on the streets. "Gwen, MJ, any reports?" MJ soon responded to his question, "We got a robbery on fifth, heavy armaments, body armor and cars." "Sounds fun!" Peter smirked under his mask as he swung towards the scene of the crime.

…..

**Octavius Apartment **

Otto Octavius walked into his apartment after having consulted at a university. The session went well as the ideas were rather interesting, but alas Otto was tired from his day and wanted to rest. He turned on the lights in his apartment to see someone sitting in a chair in front of his kitchen table. Otto cautiously approached the man and spoke, "Who are you? How did you get in here!?" The man slowly turned to reveal Dr. Curt Connors, looking tired and a little disheveled. "Curt!? What are you doing here? And what happened to you?" The man attempted to speak but was cut off from a familiar voice, "He and I simply had a disagreement. I showed him his errors and he has seen my way." Otto wheeled around at the sound of the voice. He came face to face with a man he had hoped he would never see again.

"How…I thought you…" "Were dead?" The man finished. Otto nodded his head and looked at Connors who looked away in shame. "You could say I did die, but as the messiah of the new world I was reborn." Otto stared at him as if he had grown a second head. "What nonsense are you blabbering about?" "Simple Otto, I will recreate the world and push humanity to its true potential." Otto looked over at Connors who still wouldn't look him in the eye, "Curt are you a part of this too!?" The doctor was about to answer, when he was again cut off by head scientist. "Dr. Connors has been convinced to help my cause and you will as well." Otto looked at Connors and then back at the mad scientist. "I don't know what you did to convince Curt, but I refuse to be a part of your madness!" Otto then went to his phone and attempted to call 911, before he could press the last button, he was grabbed by the intruder and lifted off the ground by his throat. "Otto, Otto, know need to be so hasty…" He then flung the helpless man across the room. Otto slammed against the wall slumping to the ground. Connors rushed to his friend's aid. He helped Otto to slump against the wall, checking him for injuries.

Connors glared daggers at the man responsible, "You really are a monster! How long have you been splicing your DNA with your own experiments!?" The man simply shrugged his shoulders. "My research required self experimentation that could give me some insight, of course I had to acquire some experimental substances, OZ being one of them." This news seemed to resonate greatly with Connors as he stared at the man in complete horror. "Those serums weren't testes! We have no idea the effects that it could have on people!" The head scientist simply shrugged. "It was a gamble testing it on several subject, but after splicing it with some animal DNA I became convinced it could work. And it has worked beautifully. Now come my old friends, we have much to do. We will be remembered as the saints who delivered the world from its stagnant state of evolution." He then left the room as several men armed with guns picked the two scientists up on their feet before dragging them out of the room.

…..

**New York City, 8:00 P.M.**

Spiderman swung through the sky enjoying the freedom his abilities granted him. He fired another web line before descending to the roofs below. He nimbly landed on the top of a building, before flipping off of it to land on a gargoyle. "Man it feels good to let loose once in a while!" Just then his com-link went off. "Sorry to barge in on that freedom but there's another bank robbery on Washington Boulevard." Spiderman quickly jumped off his perch and swung through the air, heading off towards another crime. As Peter arrived near the scene he saw several masked men running from the scene.

Peter quickly jumped into the street slamming one of the robbers into a car. The man was stunned for about five seconds, but this was more than enough time for Spiderman to deliver a back hand to the mans face. This sent him sailing through the air He collided with the pavement and remained still. The other two looked at their downed comrade in shock. Instead or running in fear like the other criminals usually did, these two drew there guns and ordered Peter not to move. 'Normally the criminals try to shoot me first not tell me to fre-, Oh shit!' Peter's spider-sense flared as he cartwheeled away from several Taser darts hit the car behind him. Spiderman flipped over the armed thugs before elbowing one in the face, rendering the victim unconscious, and grabbing the other one by the collar. Spiderman flipped over an empty taxi and landed behind it slamming his fist into his hostage's face immobilizing him. Peter heard several guns fire as stream of bullets ripped the top off of the taxi. Peter tore open the shirt of the thug he had grabbed only to see he was wearing a bulletproof vest with an S.C.U. symbol on front.

"Spiderman this is the Special Crimes Unit, come out with your hand up and surrender, if you do not comply we will be authorized to use deadly force to bring you down." Peters com-link blared in his ear, he heard MJ sounding worried, "Peter we heard gunfire, and now hordes of cops are heading to your spot, what's going on!?" "It was a goddamn set up!" He then heard Gwen speak clearly distraught. "What!?" "Yeah, the SCU staged the robbery to lure me out!" "Peter you have to run!" Peter looked out from behind the taxi to see several heavily armed SCU swat teams armed with Taser rifles, shotguns, and machine guns. "Yeah working on it!" He came out with his hands held up, but none of the officers relaxed their guards. He saw several ones armed with Taser rifles preparing to fire. He saw several patrol choppers heading his way as well. 'They don't intend on taking me in willingly, they're gonna beat me down in front of the city and haul my ass in!' He once again looked around him to see any possible routs of escape. 'Man they really covered all the bases. Guess I got one option, Fight my way out!' Spider man leapt into the air firing several web shots onto the surprised officers, each shot hit their marks immobilizing the cops. The swat team had quickly recovered from their initial shock and began to open fire on each area Spiderman landed on, although his reactions were quick enough to avoid the shots. He landed in the middle of a group of officers and unleashed his four mechanical arms. The arms slammed the swat members into cars and the streets. Another cop tried to fire a shotgun blast at him, but the rifle was webbed by a well-aimed shot.

Another swat truck pulled into the street, Peter took this as a sign to book it. He leaped into the air and started to swing away from the ambush. As he swung into the air his spider sense blared in his head. He narrowly dodged a barrage of gunfire launched from the helicopter. Peter swung through the air dodging what he could. He swung near the street only to see the chopper continue to fire. The bullets riddle the street as people screamed and ran for their lives. "Gwen, MJ are you seeing this!? They're shooting at anyone in their way!" Gwen quickly responded, fear in her voice. "Peter I've called the police and my dad, we can see everything from the cameras. The news is catching everything! SCU is completely out of control! They don't fall under normal police jurisdiction." "What the Hell!" He dodged another volley of gunfire and leapt forward towards the helicopter. He latched onto the helicopter and crawled up its side. He unsheathed his claws and stabbed them through the door of the chopper. He then ripped it off of its hinges and leapt inside grabbing the terrified gunner before hurling him out of the chopper, firing a thin web to stop him from hitting the pavement. He then broke into the cockpit and slammed the poor man's head against the dash. By now the chopper was spiraling towards the bay. Spiderman leapt from the chopper with the unconscious pilot.

The chopper then splashed down into the water. He clung to the bridge they had almost passed on the way down. He webbed the pilot onto the bridge before leaping into the air and swinging away. He headed towards the warehouse and arrived about an hour later, making sure he hadn't been followed. He slipped into the warehouse and saw MJ and Gwen who turned to look at him with both relief and worry. "Peter what the hell happened!? We saw the gunfire from the city cameras and the police reports said there was some major collateral damage!" Peter threw his mask down on the table before walking past both girls. He stopped just in front of an old car he use to use for testing strength. He paused for a moment before slamming his clawed hand through the metal of the car. He then lifted the decrepit vehicle before hurling it into a concrete wall, leaving a small crater in the wall. MJ and Gwen had screamed in fright at what their friend had done. "Those fucking bastard shot at people! Not at criminals, not at murderers, not at me, but people! They were just walking around minding their own business when these trigger-happy bastards rained shrapnel down on their heads! What the Hell do the police think they're doing!? Trying to catch me is one thing, but they were just shooting randomly how has the news covered this!? " Gwen was the first of the two to recover, "They done a pretty good job so far. They've called out the SCU on the use of what they call excessive force." "Excessive force!? They turned the city into a fucking skeet shoot! What the hell were they thinking!?" MJ turned to Gwen before speaking, Gwen what about your dad? He couldn't have known about this right?" Gwen looked at the news currently being broadcasted on the computer terminal. "No, he would never be a part of something like this." Peter looked at the screen praying that Gwen was right.

….

**Police Precinct **

The entire ambush had been a disaster. Captain George Stacy stood in front of the Mayor of the city, a man who was currently screaming his lungs out at both Stacy and the commander of The SCU, Captain Brock Rumlow. Stacy had be n against the idea of the ambush, especially since it would be held close to the public. The event had quickly spiraled out of control when Rumlow had ordered the swat trucks and chopper to fire at their own discretion, which had lead to large city damage and the hospitalization of several civilians. Stacy glared at Rumlow who looked indifferent to the situation. Stacy had held a strong dislike for the man since he first met him. Rumlow kept his SCU members hand picked; this normally meant they were people who shot first without caring who they hit.

The rant given by the mayor lasted about twenty-five minutes. After the two were finally dismissed they both left the room. Rumlow turned to one of his lieutenants before speaking, "I want an ABP on Spiderman, put out a bounty if necessary we're diverting 75% of our manpower to this case as of now. I want this freak in a cell by the end of the month." Stacy looked at the man in shock, "Are you serious, we just blew a full on ambush that ended in the Mayor screaming in our faces and put over half a dozen people in the hospital, and you want to go after him now?" Rumlow turned to look at Stacy, "Our current objective is to apprehend a violent vigilante who is a threat to our city. We will do what needs to be done to catch him." "Really? Does that include shooting another group of pedestrians, or authorizing a city wide curfew or martial law!?" "You can make an omelet without breaking a few eggs." He then left the now speechless captain in the hall as he walked away

….

**Warehouse, Next day**

Peter awoke to the sound of the warehouse door opening, he quickly jumped to alert, trying to shake off the grogginess. He looked up to see MJ walking into to the work area. She was holding a bag of food, probably from some fast food restaurant. "Hey Peter, how are you feeling?" "Lousy…" Peter had the unfortunate luck of being grazed by several bullets during the ambush. His anger had outweighed his sense of pain, so he had never noticed till after he had calmed down. Although his healing ability was strong he still had several scars from where the bullets had touched his skin. His costume was slightly damaged, but some patch up jobs by the girls had made it look good as new. "Got you breakfast." She tossed the bag of food to Peter who caught it. He started to eat the contents of the bag and watched as MJ started to type some commands on their computer. She then looked up at Peter. "You don't have to blame yourself for last night y'know." Peter stopped eating his food and sighed. "Yeah I know that. If anything I'm furious at those police who just decided to open fire at anything in their sight." Peter got up from his seat and went to where he left his web shooters the day before. He continued to tinker with their workings trying to increase their range and rate of fire. He attempted to create a new formula for the webbing but he couldn't find a suitable reaction for the desired affect.

Peter continued to think this over before he asked MJ a question, "Hey where's Gwen?" MJ looked up at Peter then back at the computer before answering. "She said that she was going to speak with her dad about the whole ambush fuck up the cops pulled last night." Peter nodded his head in understanding. 'I really hope this isn't going to get worse.' Peter then went back to work on his equipment.

**Done! Man this was a long one, trying my best to advance the main plot. See you all next time!**


	20. Chapter 20: Recovery

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**Shout out to Highlander348, thanks for the ideas on the trackers and suit camera, hope you like what I've done with them. Bobywhy, thanks for the informative (although lengthy) reviews they help me to better understand some concepts as well as allow me to further explore my story, Harbinger of Kaos thanks for your suggestions as well (liked the nanite idea). To all of you listed and not listed thank you for supporting me, your reviews keep me going. **

**Hope you enjoy this chapter! **

**Chapter 20**

**Recovery**

**Baxter Building, 9:00 am**

Johnny Storm and Ben Grimm watched the morning news with scowls on their faces. They couldn't believe what the SCU had pulled last night. They had just fired on civilians in a botched attempt at apprehending Spiderman. When Sue and Reed had found out about this, Reed had to keep Sue from smashing the TV with a force field. The four heroes had decided to remain silent until the best course of action could be found. Reed at the moment was currently contacting the Mayor in an attempt to derail the SCU's violent actions. Johnny finally spoke up in outrage about the events, "This is complete bullshit! These guys are trying to paint Spidey as the menace when they blew up four city blocks with machine guns!" "You're right on that account matchstick. Reed and Sue are currently trying to rip the mayor a new one. But the guys getting some pretty bad publicity as it is, I mean first the crime wave, then those super villain attacks, and now the SCU going ballistic, guy ain't getting reelected at this rate." Johnny gave a snort, "Yeah, guys lost my vote already, and this Jameson guy too, what's his deal?" "He doesn't like guys in masks. Seriously you should have heard him harp on Ironman."

The two continued to discuss this until the door opened up to reveal a very pissed off Sue Storm, quickly followed by an angry looking Reed. Seeing Sue pissed off was something the team was use to, they all had their days where they wanted to break something. But seeing their team leader, i.e. Reed, with a scowl on his face meant something really bad happened. Ben stood up from his seat on the couch. "He won't reel in the SCU." Reed said (More like growled). He then walked past his team and headed towards his lab, "If anyone needs me, I'll be trying to find a way to turn arrogant assholes into a useable energy source." He then let the automatic doors seal shut, leaving his family in the living room. "Wow! I thought only Doom could make Reed so pissed." Ben said looking at the spot his best friend had been. "The mayor is to afraid that Spiderman is a menace to New York! He's letting people like Jameson and the SCU captain scare him!" Sue looked about ready to smash the TV (again) clearly pissed about the news story currently being played. Johnny recognized his sister's anger and decided to change the channel.

Sue sighed, "Man, It really makes you feel how much stress the guy has in his life at this point." Johnny and Ben both agreed silently.

….

**Triskelion**

Jessica Drew was pissed to say the least. First the mission she was sent on had been a wild goose chase, the target having fled hours before her team arrived, and the second she got back Felicia informed her that the NYPD's SCU squad had tried to gun down her brother with no regard for civilian safety. She was currently on her way to talk to Fury about the situation. She headed into the Trsikelion's main control room and saw Fury speaking into a head set before he threw it on the table. "Load of bullshit." He muttered. Agent Coulsen approached him from the side before he spoke. "Sir, the SCU is refusing all communications from standard law enforcement officers, and the Mayor is refusing to make a press statement." "Damn politicians. Keep an eye on the SCU's behavior, and check on the situations in Wakanda, se if we can open back up on negotiations." "Yes sir." Coulsen then walked past Jessica, after saying a brief goodbye, he then left the room.

"What is it soldier?" Fury said without even looking at her. "Sir! I would like to ask what happened in regards to the SCU's actions last night." Fury turned to face her before speaking, "The SCU staged a bank robbery to lure out your brother and tries to arrest him. When he fled they opened fire and turned four city blocks into a warzone. They're refusing to make any statement about their actions. They didn't kill him or capture him." Jessica sighed in relief. "What were those assholes thinking, shooting in a populated area!" "They're getting desperate. Spiderman doing a better job than they ever did. They want to eliminate him because they have no control over him." Jessica looked up at her mentor. "Is there going to be any punishment for what they did?" "The mayor is essentially pussying out of any liability on their part. They're blaming the mess on your brother. The SCU doesn't fall under normal police jurisdiction. They have a large leniency policy with collateral damage." Jessica looked at the ground before deciding to leave. "Don't do anything stupid Jess." "I hear ya." She then exited the control room just as Natasha Rominoff entered the room. "Conversation didn't go well did it?" Fury didn't even look back to answer. He then stepped forward to a terminal and typed some commands before speaking. "It could have been worse." Natasha stepped towards Fury to view the data he was currently overlooking. "New potential recruits? You intend to put Jess, Felicia, and Spiderman on this roster. Are you sure they're ready?" Nick looked up from the screen, turning to face his best spy. "Maybe not now, but they will be, there are more candidates to look over.

Fury then stepped away from the terminal and headed out of the room. Natasha paused in the control room for a moment before leaving to follow her leader. She met him in the hallway as they walked down the corridor of SHEILD. "Trask wants to set up another meeting with the council and you. He says his new sentinels will be far more effective in dealing with mutants." Fury continued walking as he replied, "By dealing with him does he mean exterminate them? Cause so far his first models are fine with containing and immobilizing them. We don't need to eradicate them. He doesn't seem to understand that notion." The woman known as the Black Widow added her own thoughts, "I did some more background checks on the people he is associated with. Each one of them has at least participated in anti-mutants protests or has some form of grudge against mutants. We can't trust Trask to develop Sentinals anymore. If he does, he'll build them to kill all mutants!" "That is not going to happen!" Fury's outburst made Natasha jump, or it would've if she weren't so well trained.

Fury looked at his top espionage expert. "As long as I am director of SHEILD, as long as I still have a voice with the council, no one will be using our resources to start a massacre. I won't let that happen." He then continued to head down the hallway, Natasha smiled at his comment. She then followed after her director.

…

**Xavier Institute for Gifted Youngsters**

Kitty Pryde looked at the news reports in disbelief, Kurt sat (Perched) on the edge of the sofa, eyes glued to the TV. Professor X rolled into the room to see his students watching the news. Noticing their expression she asked what it was. Kitty and Kurt both turned to him before Kitty spoke. "Professor their blaming Pet-Spiderman for the destruction the SCU caused!" Charles eyes momentarily widened before he turned his attention to the news. "This is troubling…" "Yeah, kids basically enemy number one for those fuckers." All eye in the room turned to the newly arrived Wolverine. "Logan! You know he's a hero!" Kitty spoke up. "Yah! He saved our lives! And besides the SCU is no friend to anyone with powers, mutants or otherwise." Kurt's comment made Kitty nod her head in agreement.

"Whatever… guys gonna need to watch his back more carefully now." Logan left the room ignoring the glare from Kitty and Kurt. The professor looked at the news, his brow creasing. "I'm sure our friend can handle himself, I gave him info to get in contact with us if he needed help. But at the moment we can't get involved. All we can do at the moment is wait and watch." What's going on?' The voice came from a young red haired woman who entered the room, followed shortly by Scott and a woman with short white hair. "Jean, Scott, Orroro, we were just discussing some troubling news about our masked ally." "Spiderman? Is this about the SCU ambush that took place last night?" Kitty and Kurt looked at their field leader in shock. "Heir Cyclops you knew about zee ambush!?" "Kurt they had a live feed of it last night. Well about 15 minutes before the news chopper was forced to land. Probably by the SCU." "So our new friend is the latest target of those so called enforcers of justice. Is there nothing we can do to help him?"

The professor looked at the TV screen before he looked at his students. "I'm afraid at the current junction we can do nothing. Otherwise we risk the involvement of other mutants. If the situation progresses further then we will intervene, but for now we must hope that Spiderman will resolve the situation on his own." The other students agreed reluctantly. "Man, please be safe Peter." Kitty whispered under her breath.

…

**Hell's Kitchen **

Matt sat at his desk with his best friend, Foggy Nelson, listening to the TV's news report about the SCU's ambush. "Can you believe this Matt? These goons are trying to pin this on that new vigilante guy." Matt sat in silence, mulling over what to do. "Those SCU guys have been the source of several problems, especially in low income areas. They're trying to boost their credit with the city, although most people will realize there lying about who caused the damage." His friend nodded in response before pulling out some papers to review for the duo's upcoming court case.

Matt wracked his brain son how to help his friend. The most practical would be to help Spiderman as Daredevil, but the SCU might manipulate the action to further discredit his friend. Helping Peter in court would prove difficult in a court; the SCU seemed to have a strong grip on the city. There was even some evidence that linked them to the King Pin, but nothing that would hold up in the courts. 'Stay safe Peter.'

…..

**Warehouse **

Gwen arrived about two hours later looking exhausted and pissed. Peter and MJ opted to not ask about the situation. Instead all three teens sat in silence working on individual projects. For Gwen and MJ it was the software and hardware for a micro camera that would be installed in the spider symbol on Peter's costume. Peter was finally making progress with his web shooters. He had completely overhauled the design and restored it to brand new models. His new shooters were silver with a glowing oval on top of the wrist; the armor covered both his wrist and his upper arm. He had also designed them to have an emergency supply of webbing in case he ran out and couldn't reload them manually. They were now set with three different types of firing. One was the standard web shots and zip lines he normally used, the second was a wider array used to create larger and thicker webbing, and the third was completely new. It was a special type of webbing that could only be fired in dense shots; they were essentially compressed webbing that had a massive increase in density and impact. Any one hit with it would not only have a couple of broken ribs, but they would also be sealed behind webbing as strong as concrete, and as flexible as chewed gum. The webbing dissolved after about an hour, but for Peter it would be incredibly useful.

He had also created a new weapon entirely. He utilized the impact webbing but set it inside compressed capsule similar to his web cartridges. Unlike the cartridges however, these ones could be armed like explosives. They would detonate and release a torrent of impact webbing. He stored these on a small belt he had recently equipped on his costume. He also took the liberty of turning his tracking system on his costume into several small trackers of his own, with them he could pin a target and track them up to fifty miles away. Peter couldn't wait to try out his new gear, but knowing the danger the SCU posed, Peter knew he couldn't just go out on patrol like usual. He had to rely on Gwen and MJ's camera system to keep him in the loop.

After double-checking his equipment and new arsenal, Peter put his suit on under his clothes. Gwen and MJ had almost finished a new radio scanner to pick up the SCU's radio transmissions. The ambush had tipped the team off to the fact that the SCU had a separate radio channel then the regular cops. "How's it going guys?' Peter asked his tech group. "What? You mean the software? We were finished with that about fifteen minutes ago." MJ's response made Peter's jaw drop. "What!? Then what were you two doing for the past fifteen minutes?" Gwen answered his question this time, "We were checking out some online blogs about you." "People have started a blog about me?" Peter asked feeling a little flattered, although he quickly deflated this notion after realizing they were talking about people who were being fed propaganda about him by the Daily Bugle Online. "Yeah, you have quite the mixed fan base. Half of them love you, about a quarter hate you, and the rest are rather indecisive." Peter was surprised at the turn out. he didn't expect that many people to actually like him.

"Well that's certainly surprising. I was sure more people would be against me." Gwen and MJ gave Peter a disappointed look. "Peter, after all you've don you think people would hate you, you're a hero!" Peter didn't know how to respond to the girl's support, so he decided to remain silent. He walked over to his workbench and saw one of his devices he had still been working on. It was a new lock he had made to seal up his underground lock. If the incorrect sequence was entered, the lock would detonate with a specialized form of impact webbing. This type was designed to last several days instead of dissolving in an hour. Peter's reluctance to use it was because the specialized reaction also had the unfortunate side effect of eroding organic compounds found in organic life. If any of it touched human flesh it would burn through faster than acid. This made it useful as a booby-trap, but not as a crime fighting tool. With nothing else to do, Peter went down to his lab an installed the device onto the wall. The device was as large as a car battery. He planted it on the wall where he drilled it onto the doors frame. He had equipped it with special motion sensors; if the door was to be ripped or puncture it would go off.

After about thirty minutes of installing his web bomb, he ascended the stairs to see Gwen and MJ setting up small cameras around the warehouse. "Security cameras? That's a good idea." Gwen smiled at Peter's compliment, "Yeah we also set up some motion sensors outside the property." MJ then continued from there, "We set up some 'defenses' around the area too. Curtsey of Gwen." "Dad Really needs to keep his closet door locked." MJ then continued. "Nothing seriously lethal, some flash bang tripwires, some Taser traps,…oh and a pepper spray system near the front doors." Peter whistled clearly impressed with their thinking and ingenuity. "You guys seriously rock, I could kiss you." Peter walked past them to check out how the camera set up was. He never noticed the small blushes forming on the girl's faces.

Peter's phone then rang. He picked up his cell and saw the caller ID: Jessica Drew. He quickly answered his phone; he was met by a barrage of questions from his sister, ranging from concerns of him being both physically and mentally all right. After answering those question he listened to a full three-minute rant of how stupid and asinine the SCU was. "Jess, calm down, I'm fine…put you on speaker phone, hold on." He then walked over to the computer terminal and plugged his phone up to an amplifier so everyone could listen. "Ok Jess your good." "Alright! So how are the sidekicks doing?" at this comment Peter could feel the hatred from the Stares of Gwen and MJ. "I'm kidding by the way, but seriously is everybody ok?" The girls calmed down enough to recognize Jessica's sincerity and they responded to e question. "Were a little shaken up but were holding strong." "That's good to hear. You should know that SHEILD is pissed at both the mayor and the SCU. The ambush was a disaster. Several people are in the hospital and the SCU refuses to comment on the event. Were currently looking for ways to punish them for this, but they don't fall under normal police/city regulations. They're almost like mercenaries during war, not accountable for their actions! It's a load of shit!" Peter nodded in agreement, "Yeah I hear ya Jess, look if there is anything you an do about it please do it. They're out of control." "No kidding!" Jess responded. "My friend frequents some underground dens for criminal info, and she says the SCU are cracking down on everyone who so much as looks at them the wrong way. They're one step away from activating martial law. You guys be careful now." "We will. Thanks for the heads up Jess."

Peter then hung up the phone and looked at his friends. "Well, guess we got to be a lot more careful this time around." The two girls nodded in response. Peter then went over to his mask, which he had left off for the time being, he then checked over the devices he had installed in them. Two radio devices as well that would keep him in contact with his team in weak signal areas, as well as amplifying/defining sound. He had also lined the inner portion of the top of his mask with ceramic panels. They were durable and flexible, but they mainly served to prevent intrusion by telepathy. He slipped his mask into his clothes and got ready to leave the warehouse. He had called Dr. Octavius's residence, but he only got a voice machine. He decided to stop by his house.

…

**Octavius Residence**

Peter arrived outside the doctor's apartment he knocked several times, but no one responded. Using his enhanced sense he heard not a sound. He looked down at the welcome matt and saw what looked like scuff marks. Feeling a bit suspicious Peter used one of his claws to twist the lock open. He walked into the apartment cautiously, using Kraven's teachings and his enhanced senses. He stepped into the living room and saw a large crack in the wall adjacent to the room. It appeared as if something or someone had been thrown into the wall. He examined it and tried to search the room for clues. He found very little evidence to support anything definite, except that he hadn't been in his apartment for at least a few days. He looked around for any other evidence, but he found none. He left the apartment after locking it and headed down the street. If the Doc was missing, something must have happened. He walked down the street back towards his house to check on his aunt. He was starting to worry that things in New York were about to go haywire.

….

**Oscorp, Osborn's Office**

Norman Osborn sat in his office reviewing all the data pertaining to project OZ. He was receiving large pressure from several members of the board to proceed with testing the new version of the OZ formula. He looked at the file that housed a picture of the OZ formula, glowing green ooze held in a large glass vat. He turned his attention back to his work. About a minute passed before his office phone was buzzed. He heard his secretary, Linda, speak. "Mr. Osborn, Dr. Michael Morbius is here to see you." "Let him in." About a minute passed, a pale scientist with black hair and blue eyes then opened his office door. He was of a slightly lanky build, he was shorter than Osborn, but he had an air of confidence about him. He walked to the front of Osborn's desk and stood there.

"Is something wrong Dr. Morbius?" Osborn asked while still reviewing some of his work. "Sir, I think there has been a problem." At that news Norman looked up at the scientist. "Explain." He said. "Sir, Dr. Connors had not reported in to work for the past three days. He has filed no time off and he isn't answering any of our calls. We had someone stop by his apartment but it was vacant. The tenants also say his family hasn't been there for a few days. All in all its sounds very suspicious, I came to seek permission to submit a missing persons report." "Request granted, give the police all the pertinent information, but leave out any info related to Oz programs." The scientist nodded his head before leaving the room. "This can't be good." Norman muttered to himself.

…

**Mayor's Office **

The mayor of New York walked back in forth in fear. He was in to deep with Rumlow's scheme. He had been blackmailed into approving the ambush. The SCU captain had evidence of him embezzling from the city. If news got out his political and social life were ruined. The captain then ordered him to give the SCU extreme powers in New York's boundaries. He was essentially Rumlow's bitch. He was currently waiting for Rumlow to arrive in his office to give him more instructions.

The door to his office opened and in walked the SCU's notorious captain. Rumlow stopped in front of the mayor. "I want extra men on my squads, get me personnel files on all the police in our department. I want to know who would make a good edition to my team." The mayor nodded and called his secretary on the phone, he told him Rumlow's order before hanging up. "Captain don't you think there's another way to do this then blowing up our city?" Rumlow looked at the mayor before speaking. "This city is being poisoned by freaks out there in our streets. They are a cancer that needs to be cut out, and my team is the only group of surgeons qualified to operate on it. Those mutants, super humans and vigilantes will be cut down and thrown six feet deep in some graveyard where they can rot. This is my city, and I refuse to let them have its. Spiderman will be the first to fall. Do as I say and never question me again, or else your little embezzling crimes will be leaked to the NYPD, see where your career goes then. "

Rumlow began to exit the office when he stopped. He turned around to face the mayor before speaking again. "I also want Stacy out of the way. He is an annoyance and a sympathizer to these freaks, I don't care what you have to do, but get him out of the way." Rumlow then proceeded to leave the office to carry out his own nefarious plans. The mayor collapsed in his seat in shame and fear, mostly the latter.

**Another chapter done! Sorry if you were hoping for some more action, but I have helped to develop the plot for the finale of the first arc and it will be huge! I also hope you enjoy some of Spidey's new toys, they'll be seen a lot more in later chapters. Please review and fav! **


	21. Chapter 21: Tests

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners. **

**Enjoy!**

**Chapter 21**

**Tests**

**Underground Lab**

Dr. Curt Connors walked down the hall of the labs his deranged colleague had trapped them in. They were confined to two places. Connors and Octavius shared a large room, but they couldn't leave it until told to go to the facilities lab at their captors command. Otto was furious and had tried to sabotage several experiments in the lab, but he was met by several guards beating him. Connors tried to aid his onetime friend but was threatened with the death of his wife and child. Otto and Connors hade been put into surgery and had been tagged with trackers in their spines. They were designed to explode upon exiting the building without the right disbarment code. Curt had also learned, to his horror, that his family was also tagged with the devices. When Otto learned of this he ceased all attempts to escape. They had been forced to experiment on hundreds of animals, ranging from small rats to Komodo dragons. Their old acquaintance was continuing the genetic experiments they had theorized years ago when the Parkers had still been alive.

The head scientist strode into the room looking at his former colleagues before redirecting his gaze to one of their successful test subjects. It was a large humanoid like creature that stood hunched over. It had orange muddy fur and long claws. Its teeth were sharp and resembled a rat's, as did the tail the creature sported. "Well Vermin? How do you feel?" the creature snarled back at him in return slashing at the glass container it was caged in. "I give it life and it tries to attack me. I believe that is called being ungrateful. Wouldn't you say Curt, Otto?' His two fellow scientists looked at him in disgust. They quickly went back to their work as the scientist merely grinned at them. He walked past another tank that held the Scorpion, heavily sedated and being embedded with control chips in his nervous system. Another creature that resembled a large iguana like creature was undergoing the same procedure.

"Hmm… the wonders of science! Is it not fascinating seeing gods creations be remolded by the hands of the new gods? You two should really be thanking me. Otherwise you would have missed out on such a wonderful offer." The head scientist ignored the glares he was receiving from his captives. The door to the lab opened to reveal another scientist much younger than the current one. "Sir we attempted to implant the control chips into the creature but it continues to reject them." The head scientist sighed, "You foolish imbeciles can't even understand the basic concept that the creature rejects all objects not compatible with its genetic lock." The younger scientist looked belittle before he spoke up. "Sir if we just had some of Dr. Parker's notes we cou-" He never finished his sentence as he was shot in the stomach by the head scientist, now wielding a gun. The scientist collapsed to his knees in shock, gripping his stomach in pain. The head scientist walked towards the young scientist before standing over him, gun readied to the man's head. "Never mention the name of that worthless excuse of a scientist. His name is a blasphemous slander in my presence!" he then pulled the trigger shooting the man in the head. The body crumpled to the floor as blood splattered onto the face of the head scientist who did not look the least uncomfortable. He then holstered his weapon and strode out of the room, leaving his two shell-shocked captives behind him.

….

**Warehouse**

Peter readied himself for his nighttime patrol, checking his equipment and suit. He quickly Left the warehouse and swung out into the city. He did his best to stick to the shadows the buildings created and made sure to keep out of sight. He needed stealth for his patrols, as he couldn't risk being attacked by SCU troopers. Taking them on was no walk in the park, but Peter knew he could handle it. But it was his fear of more innocents being hurt that he was truly concerned for. He doubled check with the girls, making sure that there were no SCU units in the streets. "There are no swat units on the streets, but they may be hiding in plain view like those robbers." Gwen's response reminded Peter of that fact. "Yeah, I hear you." He then swung into the night again. He landed on the tallest building near his previous location. He then looked out on the city. He then picked up a police transmission relating to a large shootout between to gangs.

"Peter, it could be another set up. I mean they could have the normal cops working with them!" "I know MJ, but I can't take the risk of it being real." He then leapt from the building and swung towards the area of the shoot out. He landed near the scene and saw that it was true. A large shoot out was present in the streets. Spiderman saw a large group of thugs dressed in yellow and red jackets firing several bullets at each other and any cops attempting to stop them. He saw several wounded police officers on the ground. They were in the middle of the firefight. Peter leapt onto one of the cars. He looked down to see two officers taking cover behind the vehicle. The two police looked up at him in shock. "What do you want an autograph?" Spiderman said. He then leapt into the firefight using, kicking and punching any thug that got in his way as he headed for the downed police. He finally made it to the small group. On closer inspection, Spiderman noticed only two were injured, the third was keeping pressure on their wounds. He saw Spiderman and immediately went for his gun. Peter grabbed hi hand and pushed him against the door of a car. "Listen! You can try and shoot me or arrest me, which will most likely end with you in a coma, or I can help save your life and the lives of your buddies! Your call jackass!" The policeman looked at his comrades before answering. "Save them." Peter nodded his head and quickly fired two web shots on the wound of the officers. The webbing would help to prevent bleeding.

He grabbed both officers and motioned for the third to follow. He then threw up one of his new web grenades. It floated in the air for a moment before falling about two feet and detonating. Strands of impact webbing gushed out snaring several thugs and forcing the others back. Spiderman took this chance and dashed across the battlefield with the two officers on his shoulders, the third following close behind. He finally reached the destination he had hoped for, i.e. the police car outside the line of fire. He set the wounded officers down. Noticing the shocked looks from the previous officers he issued several orders. "Get these guys to some paramedics and clear people form the streets." Noticing that the officers hadn't responded to his orders he decided to shout them. "Get Them! Out of here! Now!" His harsher tone jolted the officers to attention all five officers left the area ushering people away as they retreated.

Spiderman looked back at the miniature turf war being raged by the fifteen remaining gangsters. He jumped into the battle utilizing his new impact webbing; he shot several of the gun-toting bastards. He then unleashed his mechanical arms to swat away a group he had landed in the middle of. Spiderman punched another gangster sending him into the windshield of a car. After about a minute Peter had completely subdued the gang war. He then heard Gwen's voice on his communicator. "Pete you got to move! SCU caught wind of your little brawl and are heading your way!" Peter grimaced at this, but instead of fleeing for his life he asked Gwen a question. "Gwen? Where are they now?" "They're heading down Brookstone lane. Why?" "I'm gonna say hello." He then leapt into the air firing web-lines to propel himself towards his oncoming adversaries. He swung onto another building and clung to its surface. He saw a chopper and several SWAT vans heading his way. Before the hopper could spot him Peter fired off one of his impact webbings to jam its front gun. He then leapt onto the chopper door and webbed it shut, preventing any trigger-happy SCU troops to from firing their rifles out the side. Spiderman then crawled to the front of the chopper getting eye-to-eye with the surprised pilots. He gave them the finger before leaping onto an adjacent building. The pilots had regained enough composure to aim their sight on the wall crawler, but as they pressed the trigger to their mounted machine gun, they were met with a powerful explosion as the large gun backfired on itself due to the webbing.

Peter watched as the helicopter struggled to remain in control before crashing down onto the streets below, to Spiderman's relief, the streets had been cleared the second people has saw SCU vehicles rolling down the street. Peter leapt from the building and onto the first SCU truck. He unleashed his mechanical arms and had them tear through the vehicle's roof. He then dropped a web grenade into the space below. He jumped onto the next truck behind it before the men inside could fire on him. He saw the truck swerve and crash, likely from his web grenade. As he perched on the top of SCU truck his spider sense went off like an alarm. He rolled over from the spot he had been in just as several bullets ripped through the metal. Apparently one of the drivers had heard Spiderman's landing and used his handgun to shoot through the roof.

The trucks all pulled to a halt and their contents, the SCU troops, filed out. They all aimed their weapons ready to fire at the masked vigilante. Peter was about to unleash another web grenade to act as a shield, but a loud propulsion noise was heard before several blue energy beams slammed into the squadron. Several men were sent careening into cars and trashcans. Peter watched as a man in metal, red and yellow armor landed in front of him. Ironman stood in font of the young vigilante before he spoke. "Hey kid. Quite the reputation you got with the cops huh." He then fired two arm rockets into an empty swat van. The projectiles slammed into the vehicle before a large explosion rocked the area.

Shaking off his surprise Spiderman asked the million-dollar question. "Why are you here?" Ironman turned to fie another energy blast at a group of troops. The blast sent them hurtling back several meters before slamming into their car. "I saw you stop that gang war, figured you might need help with these assholes." He said this while grabbing one SCU trooper and threw him into another of his comrades. "Yeah well I appreciate the help, won't this hurt your reputation?" Spiderman punched a trooper before delivering a round about kick to another. Ironman laughed under his helmet. "Please, you think I care what these SCU guys think of me? They're a group of trigger-happy psychopaths." By now a large squadron of armed SCU men had surrounded the area. "Well this this is great! You got anything to get us out of this one?" Spiderman asked his armored compatriot. "Yeah, cover your ears." Peter immediately activated his sonic buffers in his com-link. Just as he did, Ironman helmet revealed to small devices underneath the mouth of his helmet. He let out a loud bellow that fired off from the helmet into the surrounding area.

The device he was now using was a sonic amplifier, it took any sound Ironman created and amplified it to the point it could be used as a full blown sonic weapon. In this case he used the frequency of his voice to act as a sonic shockwave. The blast wave shattered all the glass surrounding the two heroes as well as causing all the SCU troops to grip their heads in pain. The sonic attack finally subsided, leaving a large group of severely disoriented SCU troops. "Well, that was …loud." Spiderman said. "Yep it's a neat little trick. Anyway, we should probably book it out of here before more arrive." Spiderman agreed and fired a web-line and swung away from the area. He saw Ironman take off in the opposite direction. He swung for around ten minutes before landing on the roof of a building. He looked out over the city before he contacted MJ and Gwen. "Hey guys how did the video feed come in?" MJ responded to him first. "Well it was a little blurry considering how fast you were moving during the fight. We did catch your little team up with Ironman though." Gwen then spoke up, "So made another friend?" Peter sighed, "I guess so. Anyway what about any other problems? Robberies? Anything?" "Nothing as of yet. I think your little brawl with the SCU scared some people off the street." Peter sighed knowing that his night patrol was probably over.

"Alright, I'm on my way back. Hang tight." He then jumped from the roof and swung back towards his hideout. He thought over the actions the SCU was taking towards him. 'They see me as a threat! That's why they're trying so hard to take me down. They 'll lose all support, especially with their methods.' Peter now finally understood the problem that he was to the SCU. 'Well they can either get with my program, or turn in their badges.' He then landed near the front of the warehouse. He was about to head inside when heard gunfire from a few blocks down. He quickly web-swung to the area he had heard the shots originate from. He closed in on an empty ally and saw something terrible. He found a corpse half eaten, and still fresh. He saw several bullet casings lying on the ground. He saw a small trail of blood leading towards an open sewer main. "Well this can't be good." Peter said. "Peter what's going on? Your heading away from the warehouse." "Gwen, hold on to that question for a sec." Spiderman dropped into the sewers, using his enhanced senses to see through the darkness. "I found a body, badly chewed, in the sewers hunting whatever did it." MJ spoke up next, "Well use the cameras night vision to see ahead as well." Spiderman slowly crawled onto the walls of the sewer to give himself a better vantage point.

"Man this thing knows how to lose a tale, I can barley make out any sense or evidence of anything being down here." MJ responded to his complaint with some news. "Peter cameras working fine but even thermals not picking up anything." 'Shit' Peter thought. "Gwen, MJ, arm the warehouses defenses. Whatever this thing is, I want you guys away from it and safe." Defenses are armed and so are sensors. We'll be fine Peter, now go get that thing!" Gwen's reassuring tone helped boost Peter's morale in this moment. He dropped into another tunnel and snagged himself with a web-line, making him hang upside down in the open area. The tunnel seemed to be a large spillway with several other man-sized pipes leading in different directions. Peter decided on a new course of action. He fired a web-line into a tunnel before firing another line, and then another. He kept firing web-lines making sure to keep hold of each individual one in his hand. He did not stop until each tunnel had a web-line attached to each one. He then connected all the webs before making a small bedding of web to stand on. He looked at the large spider-web he had just made. Now any vibration he felt from the webs would lead him to the murderer. He sat on the web, waiting patiently for the slightest vibration to occur.

His patients finally paid off in the form of a web-line being pulled. Peter looked at the web and saw the line leading into the tunnel nearest to his right. He began to crawl on the line, with both speed and grace. He kept crawling for about a minute until he saw a large swarm of rats. Normally this would be overlooked, rats did live in the sewer, but this time it was not normal. Instead of a few large rodents there was a literal swarm, all heading towards the tunnels exit. Spiderman crawled on the wall before he spoke to his technical aids. "Girls, where am I headed?" There was a lack of response before he got an answer. "According to your tracker you are heading…hear?" "What!?" he exclaimed, fear gripping at him. "That's what it says!" MJ's info made Peter cringe in fear, but he swallowed it and spoke. "Make sure you guys are safe, I'm on my way." With that said, Spiderman dropped onto the sewer floor before sprinting down the tunnel.

…**..**

**Warehouse**

MJ and Gwen were now busy at work checking and rechecking the warehouse's sensors and defenses. "Anything new on the monitor?" MJ asked a little worried. "Nothing new, but…wait something new is coming! It just set off the motion sensors! And It's not Peter." Several loud pops were heard, signaling the stun bangs had been set off. Several moments later a large banging noise was heard. The girls looked at the warehouse's door to see it being dented. Several claws pierced through the door. Slowly the metal walls were peeled back to show a sight so revolting Gwen and MJ almost puked. The creature finally ripped off enough of the door to walk through.

The creature looked like a man crossed with a rat, from the jagged front teeth to the long tail. It was large, muscular, and bloody. The remains of its earlier kill still fresh on its maw. The creature snarled as it saw it new prey. Gwen and MJ stood back several feet, trying to distance themselves from the monster. It lunged toward them, but it was met by two wires being launched into its hide, the stun guns wires buried themselves in the creatures hide before delivering an amplified blast of electricity. The creature staggered for several moments. MJ looked at Gwen who held the Tasers remote. MJ took this as an opportunity to go for an old pair of Peters web shooters (the spares he keeps) She then took aim and fired a blast of webbing at the monster. The blob of webbing struck the beast dead on further slowing it. The creature however soon began to stagger toward them rather menacingly. Gwen and MJ took several more steps backward until a crashing noise echoed through the building.

Spiderman smashed through the warehouse's roof window and delivered a solid drop kick to the rat creature's skull. The beast staggered backwards growling in pain. "You guys ok!?" Peter asked clearly distraught that his friends had been in danger. The girls smiled in relief before MJ responded. "Yeah, at least we got to see the warehouse's defenses work!" Glad to see they were in good enough shape to crack jokes, Spiderman turned his attention back to the monster. By now it had freed itself of its prison and was now poised to strike. "Come on you oversized rodent let's end this!" As if agreeing with the wall-crawler the beast snarled and began its attack. Peter dodged the first couple of strike but the final one grazed his side. 'Guh! That stung!' He then delivered a harsh kick to the monster's chest. The blow cause the oversized vermin to stumble back. "Alright you big vermin let me show what happens to ugly ass monster's that attack my friends!" Peter then lunged at Vermin, tackling it to the ground before delivering a powerful blast of electricity into its body.

The beast howled in pain before slashing at Spiderman in an attempt to kill him, the red and black vigilante was to quick and managed to dodge. The beast seemed to figure that it was out matched and ran to the hole it had made in the warehouse and sprinted into the streets. "I got to go after it! Track it through the city's cameras!" Spiderman jumped into the air firing several web-lines to gain speed to go after Vermin. He then looked into the streets and saw groups of people fleeing for their lives. He saw Vermin dashing into the streets, leaping over cars and plowing through anyone that got in its way. The monster then headed toward a manhole in the middle of the street. Spiderman swung into action slamming the creature in the chest, this made Vermin fall flat on its but as it snarled at its attacker. The beast tried for another claw swipe but was met with a shot of impact webbing to the face. Peter was about to strike it again when the sound of choppers was heard down the street. Two choppers were headed toward the battle; one was a news copter while the other belonged to the SCU. The news chopper stopped several block away from the scene to avoid being dragged into the fight. The SCU chopper however didn't. The helicopter headed for the battle and began to fie its gun at the duo clashing in the street below. The bullets riddled the streets and car surrounding the battle.

Spiderman dodged the incoming projectiles but Vermin wasn't so lucky. The rodent like monster was pelted with shrapnel, tearing and mutilating the creature. After the dust had finally settled, all that was left of the creature was a bloodied body. **"Chopper 289 to command the creature had been neutralized, moving to primary target." **The helicopter's gun leveled it self at Spiderman who dodged the hail of bullets that followed. He landed next to Vermin's corpse. Before he went on the move he noticed the dead body moving. To Peter's shock he realized the monster was regenerating its body. Its torn and bloodied limbs began to regrow as did the organs and skin. Soon the creature was at its prime, snarling and growling once more. The chopper seemed to have picked up on this as well. **"Captain Rumlow secondary target is still active! Repeat! Secondary target is still active!" **It took five seconds for the pilot and gunner to receive a response from their commander. **"You are to reengage both targets with extreme prejudice. Collateral damage is acceptable, but make sure to eliminate them both, primarily Spiderman!" "Roger that!" **The chopper once again leveled its gun at two super beings. Before it could fire however a large blast of green fluid struck the chopper's side.

The liquid began to eat away at the metal door. The chopper and gunner were shocked by this event and barely managed to avoid a second blast before deciding to retreat. Spiderman whirled around to see the vehicles attacker. A sight he thought he would be seeing again, a large green creature leapt from the roof it stood on and landed on the street below. Mac Gargan or better known as the Scorpion stood face to face with Spiderman and Vermin. "Mac!?" Peter was surprised to say the least. "How are you …" he never got to finish his sentence as he was forced to dodge an incoming blast of venom from his first super powered adversary. Vermin tried to charge at the Scorpion only to be stabbed in the torso by the monster's tail. The acidic spike began to eat away at Vermin's innards. But the Scorpion didn't stop there; it used its enlarged claw to grip Vermin's neck before squeezing. Spiderman cringed as he heard the inevitable snap. Vermin went limp in the creature's grasp.

Scorpion then turned its gaze back on Spiderman for a moment before flipping over a car. The car was aimed toward the masked vigilante, who nimbly dodged the attack. He looked back to see that both Scorpion and Vermin were now gone. "MJ, Gwen find out where they went!" "We can't!" MJ"s response was not good news. "Peter all the city's cameras are blacking out! We're sitting here blind! The only feed we're getting is from the suit camera." Gwen's explanation didn't help Peter's mood. 'Shit!' he thought. He quickly fired another web line and proceeded to swing away. He landed near the warehouse's front doors, which were still wrenched opened. He proceeded inside to find MJ and Gwen cleaning up the mess Vermin had caused.

Peter walked into the area and looked at his friends. They seemed completely fine, if just a little shaken up. All in all they seemed fine. "Are guys sure your okay after what happened?" Gwen responded to his question first. "We're fine, thanks to you and the traps." "Yeah, those things really made a difference." MJ finished. Peter sighed in relief. He then started to aid in the clean up, most notably fixing the door by bending it back in place. The whole time Peter was worried on how the Scorpion was related to Vermin. 'It was like he was trying to capture that thing. They both seem to be genetic experiments, but Vermin seemed to be more animalistic. Maybe he was never human to begin with. If it's the same guys that made Mac into the Scorpion, I swear I will beat him 'til he's a bloody mess on my fist.'

…

**Underground Lab**

The scorpion landed in front of the head scientist clutching the now immobilized vermin in its grasp. The head scientist seemed to smile at the outcome of tonight's events. "Well done Scorpion, and you as well Otto, Curtis. The neuro-inhibitor has given us near complete control over the cross species subjects." The head scientist's compliments were met with cold glares from his two captives. The devices they had implanted in several of their subjects had yielded exceptional results. With the neural implants the scientists could exert better control over their bioweapons. The head scientist noticed the glares from his two colleagues, but he seemed to ignore them. He walked forward to the broken form of Vermin. He bent down to be face to face with his creation. "Vermin, you are quite the uncooperative little specimen, the rebel if you will. But no matter you will soon cooperate. Prep him for the neural-implant."

The head scientist began to walk away bur he stopped just short of the door. He then turned to the guards that stood by the exit to the lab. He said in a near silent voice, "Prep Conners and Octavius for the new programs. Have them both implanted with the neural inhibitors." The guard nodded. The head scientist then left the room, leaving his dirty work to his armed guards.

**Phew! Another chapter don! Sorry for the wait, I was taking care of some other business! Hoped you enjoyed this chapter. **

**Oh and I realized that I forgot to post the link for the Spiderman costume: . **


	22. Chapter 22: New Trouble

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**For images of the Lizard: fs70/PRE/i/2013/094/8/2/killer_croc_by_ **

**Enjoy!**

**Chapter 22**

**New Trouble**

**Oscorp Labs**

Peter thought he would have more pressing matters to attend to instead of sorting through a pile of files that didn't even have anything to do with his usual workload. About a week had passed since the Vermin incident. While the SCU had only increased their attempts to catch Spiderman, things had bee pretty normal. Well, almost normal. Several disappearances had been occurring throughout the past week. Any leads that the cops or Peter had picked up all lead to dead ends. They wee at a loss. Most of the kidnappings had been either homeless people or those who were in low-income areas. He had brought this issue up to Matt, but even he couldn't find any leads. All in all it was frustrating. His duties as Spiderman had only been getting more complicated. Last night he had another masked run in with Adrian Toomes a man who called himself the Vulture. After he had slammed him into the roof the SCU had tried to arrest him (Again) but failed.

The day had been pretty normal, until they told him he had to deal with this. Truth be told it wasn't that bad. He just had to archive the digital files to make sure that they were all put in the right place. He found an interesting amount of old records but with his time short (He wanted to go on patrol as soon as possible), but work had to come first. He finally finished his work about an hour later. He began to leave when he noticed Harry walking by in the hall. He hadn't scene his friend in some time, "Hey Harry!" He called out. Harry stopped and turned to see his friend standing before him. He smiled and walked over to his friend. "Hey Peter, how have been?" Peter shrugged his shoulders. "Eh…so so, been meeting some new people, not all pleasant."

Harry gave a lighthearted smirk. "Try talking to the board, I can see why dad gets so stressed." "They're douche bags huh?" Harry nodded his head. "I was on my way to drop off some work to y dad. I'll meet you down in the lobby in like fifteen minutes." "Sure, meet you there." Peter then headed toward the elevator as his friend walked towards the next lift up to the top floor. Harry walked off the lift and into the front part of his father's office. He saw the receptionist and spoke to her. After a minute of casual conversation she informed her boss of his son's presence. About five seconds passed before there was a response. "Let him in." Harry walked into the office with his files in hand ready to drop them off and leave. "Hey dad, here are the annual reports, including board and personnel statements." He handed the file to his father. "Thank you Harry, I appreciate your help with the company." This comment made Harry smile, but he could tell his father was still stressed. "Dad is everything ok? I know the board has been putting a lot of pressure on you in regards to th-" "It's not that, we're having a bit of personnel problems in the labs, its no gigantic issue so don't worry about it." Harry looked unsure about his father's response, but he decided not to press the matter.

Harry began to walk towards the door but stopped before opening it. "Just remember dad I'm here for you if you need me." He then let the door close behind him. Norman smiled at this before he looked back at the info on his computer terminal. The new OZ formula had been yielding promising results in wake of Conner's recent disappearance. Osborn had been hard pressed about the issue from several board members. Especially from one Robert Kingsley. The man had muscled his way onto the board, and it was no secret how much he and Norman disliked each other. The man was ambitious and greedy, Norman couldn't say he wasn't like that when he was younger, but he had matured through his experience and the mentor ship of his benefactor Mendel Stromm. Unfortunately, his mentor hade been killed in an accident several years ago. Norman new you needed to be ambitious to survive in the business world, but you also needed at least a base of morals to keep your own ambitions from overreaching your skill. Norman was proud to say that under Stromm's mentorship he had developed a solid set of business morals, but Kingsley had no such base. He was unscrupulous and had been accused of fraud twice, but there was no substantial evidence to convict him of it.

Still he had been the most eager to get the new OZ formula past trial fazes. Norman had his suspicions on why, but at the moment he was more concerned of actually getting the formula perfected. They still needed to make human trials, but they were about a week from actually testing it on any human being. Norman was in no great hurry, he knew patience was a virtue, and his son was definitely making his other business endeavors far more bearable. To be honest Norman's son seemed to have inherited few of his traits, but apparently the business skill that ran in the Osborn's blood had passed to Harry. He was managing the company's finances quite admirably. Norman believed in a few decades he would be set to inherit Oscorp. His son also shared his distaste for the board. While Norman did have some friendships among them, they were more or less a chore to deal with. But his true worries were of what had happened to his head scientist Connors. If something had happened then Oscorp's entire genetics department could be facing major setbacks.

"Dammit Curt, where the hell are you right now!? We're so close!" Osborn's anger was stopped short as his phone rang. He clicked the Speaker button and answered. His receptionist was now informing him of a potential business partnership with several new firms. Norman sighed and said he would be available in a few minutes. He then began his final review of his documents.

….

**Oscorp Lobby**

Peter sat in the Lobby for about twenty minutes waiting for his friend. When the next elevator opened it revealed the face of Harry Osborn. "Sorry for the wait man. "No prob, where'd you want to go?" Harry and Peter walked out of the building and headed down the streets. "Me and Liz were going to get a bite to eat. Hey about you and your friends join us." Peter thought this over for a moment. He hadn't spent a lot of time with his friends unless it was related to his Spiderman side of life. He finally came to a conclusion, Gwen and MJ should get a little break, maybe himself included. "Yeah that sounds like a good idea." He then started to text his friends to meet him at the restaurant that Harry had recommended.

…

**Underground Lab**

"All my work is almost complete. The fools who thought that my work…our work was insane…May they rue this day!" The head scientist of the lab began to cackle maniacally. His fellow scientist all began to applaud the success of their work. The applause also came from a large man covered in a trench coat. Otto Octavius approached hi colleague and patted him on the back. "And to think we once doubted you. How foolish we were!' Otto and the scientists let out hearty laughs. "I'm glad you and Connors have seen my view." He turned to look at a massive creature covered in green scales. It looked like a gigantic crocodile mixed with an alligator and a human. The creature had long claws and a very long and powerful looking tail. It had yellow eyes and wore the remains of a tattered lab coat. The beast spoke in a deep and throaty voice. "_This power is magnificent! Years ago I could have never dreamed that our research could produce such potential." _"Indeed my old friend, with my research not only have you regained your arm, but your family will be remembered for their relation to you, one of the chosen apostles who will lead this world into its true glory!" The large Lizard grinned at this news. "Truly we were fools to stop our research, but now we can reshape the world!" Otto exclaimed as four long mechanical coils ripped through his trench coat. The coils imbedded themselves into the ground and began to lift Otto up into the air.

The head scientist walked towards a large door sealed with several vault like apparatuses. The head scientist walked forward towards the door and hit several command keys on the computer terminal next to the door. The large door slowly began to open. "The experiments and subjects are responding well to the neural implants that we have perfected. They obey our commands with almost know resistance. The symbiotic creature has proven itself more resistant, but we've implanted enough in it that it shouldn't cause too much of a problem." Otto spoke these words to his deranged colleague. "Excellent now the world will kneel before the genius of the Jackal!" The man known as the Jackal stepped forward into the room unveiling to his loyal scientists his army of mutated genetic experiments.

The crossbreed experiments were mostly human beings that had been genetically spliced with different animal DNA to create some of the best bio-weapons ever conceived. There was a mix of several creatures. Large rhinoceros like men, humanoid shaped creatures with large batwings and the faces to match. Several people had scales that matched the lizards, although their features were far less pronounced. There were those who looked like Vermin but far more humanoid in shape.

"They are beautiful! Now the world will see the work we slaved over for years!" The Jackal walked up to a large console and pressed several commands. Almost instantly several doors opened, revealing multiple tunnels that the creatures began to exit through. "Now New york will belong to me, Dr. Miles Warren! I will be this world's messiah! An it will all start with this city!"

…

**New York City 6:00 pm**

Peter and his friends all sat at an outside table at a restaurant not too far from Oscorp. The group now consisted of Peter, Harry. Liz, Gwen, and MJ. The group had been laughing and playing catch-up for the past hour. So far the night was good. But like all good things, it had to come to an end. Peter was still talking to Harry when he stopped midsentence. "Pete what's wrong?" Harry asked now a little concerned. Peter's spider-sense was going crazy all around he felt danger and he couldn't explain why. "Everybody duck!" Peter then flipped the table causing everyone to drop to the floor, just in time as a car flew overhead before crashing into the street. The people outside all looked in shock before breaking into a panic and running for their lives. Peter saw a large group of what could only be described as mutants. The ones that had thrown the car looked like people fused with a rhino. 'These things look like Vermin and Scorpion! Could these people be the missing persons!?' Peter didn't have any more time to think, as he had to think of the safety of his friends first. He grabbed Harry by the shoulders and hoisted him to his feet. "Harry listen to me I need you to get everyone to Oscorp! It's the safest place with its security!" Harry nodded in understanding before asking a question " Wait what are you going to do?" Before Peter could answer he was forced to shove his friend to the ground again as he dived to the side to avoid a car tire. He then looked up to see a little girl just mere feet away from one of the rhino creatures.

Without thinking twice he leaped to her defense. He grabbed her in a hug right before rolling out of the way of the creature's strike. He then looked at the girl dead in the eyes. "Run! And don't look back!" the girl nodded before sprinting away, leaving Peter and the monster alone. The beast charged at the young man but Peter back flipped over the creature before delivering a solid dual kick to the creature's backside. The monster roared in anger and again charged with its horned head. Peter was well aware of the attack and dodged by leaping into the air. He then fired a web-line onto the beast's back and pulled himself for slamming into it's back. He clung to the beast and used his claws to stab into its back. The creature roared in pain. He then fired a blast of impact webbing straight to its face. The creature was now struggling for air. Peter then delivered several powerful punches in rapid succession to the brute's head. The creature finally collapsed to the ground unconscious.

Peter removed him self from the beast back and saw that the claw marks he had made were slowly healing. 'Looks like they have Vermin's healing factor.' His cellphone then went off. He looked at the ID and saw it was MJ. "MJ where are you guys!?" "Me and Gwen are headed towards the warehouse, well try to keep you updated on the state of things in the city!" Peter grimaced at the fact that they weren't at Oscorp, but relented knowing he would need their help. "Fin but seal up the doors with some of my impact webbing." He then hung up the phone and ran to the nearest alleyway. He quickly removed his clothes to reveal his spider suit underneath. He crawled up the alleyway wall and jumped into the air.

He swung through the city and viewed a living nightmare. The streets were filled with multitudes of creatures. Peter landed on the edge of the building and watched as several policemen were shooting at the creatures. Spiderman leapt into the fray and slammed his feet into a creature head before he jumped over two more and fired off several shorts of impact webbing. The webbing hit the crossbreeds head on pinning them to the ground. He jumped in front of one of the cops before he spoke. "Hey I need you to evacuate everyone from this area now, and find out if anyone saw where they came from." The cop gave him and incredulous look, but before he could speak he was cut off by another voice. "Do as he says, it will probably make this situation better than it is now." The voice came from Detective Jeanne DeWolfe. "Well do what we need to." "I don't suppose you could tell the SCU to go f-" "I have no Jurisdiction with them. Rumlows on a power trip and he's not stopping. He's already ordered the SCU to capture you on sight and shoot these things dead!" "What!? These things are people! What the Hell is the mayor doing about this!?" The red headed officer gave the vigilante a grim look. "He's given all power to Rumlow to apprehend you and eradicate these things." Spiderman's fist shook with rage. 'When I find that bastard I'll put his face through a wall for this!' He then fired a web-line and vaulted into the sky.

He swung through the streets looking for any sign of the SCU and the crossbreeds he was fighting. He saw a small group of SCU goons opening fire on what looked like Vermin and his type of crossbreeds. Spiderman dived from the sky and slammed into the fur-covered cannibal. Vermin was sent careening back into a car where he smashed through its front. The SCU members saw Spiderman and opened fire. The webbed vigilante took to the air with his web-lines firing blasts of webbing whenever he could, both at the swat team and the crossbreeds. He fired a web-line onto the body of a crossbreed and pulled himself forward on it. He met the creature with a powerful stomp kick to the gut. The kick sent the beats flying into a group of monsters, knocking them all to the ground. Spiderman wasted no time in using his new web feature (The wide-spraying mode) to cover the downed creatures in a thick netting of webbing. 'Well they're not moving anytime soon.' He thought to himself.

Suddenly his spider sense flared and he whirled around to see the remaining SCU goons aiming their guns at him. Before they could fire they were met with a large blast of fire right in front of them. The shock from the unexpected attack caused them to break formation. This made them an easy target for a large and fast moving object to begin swatting them away like flies, each of its blows sending the swat members into the air. The last SCU member tried to open fire but was wrapped in the blue blur before being punched in the face, rendering him unconscious. The blue blob casually unwrapped the man before resuming a humanoid shape.

"Hello Spiderman." Reed Richards of the fantastic four said to the young hero. "Mr. Fantastic!?" "And he's not all!" a Flaming figure landed next to the FF's leader and it was soon followed by a large white vehicle being driven by the Thing. "Torch, Thing and the Invisible Woman!?" True enough Sue was sitting in the passenger seat of the white vehicle, using her abilities to keep it partially cloaked. 'We thought you could use a little help with …well all this!" Ben said as he kept the ship hovering over the small battlefield. "Well god knows I could use the help!" Peter said truly grateful for their assistance. "So what exactly are these things?" Johnny asked as he looked at the large group of webbed creatures to his left. "Some type of genetic experiment. Someone's been splicing animal DNA into humans!" "You mean these things are people!?" Ben spoke up a little disturbed at that fact. "Yeah, and it looks like they're attacking anyone in their sights!" "Well lets stop them!" Johnny's exclamation did seem to make the best sense. "Yeah but we also have to stop the SCU! They're shooting at anything and I do mean anything, people or monsters!"

Reed nodded his head in understanding. "Ben" he said, finally coming up with an idea. "take this thing back to the lab." He lifted up the unconscious form of Vermin (still out like a light.). "Susan see what you can do about reversing the genetic process. There should be several files on it from the Parker experiments." This last piece of news peeked Peter's interest, but he shelved that curiosity for the moment. "Will do Reed, and please be careful." The flying vehicle roared to life once again and launched into the sky flying towards the Baxter the building with the imprisoned crossbred in tow.

Spiderman looked at the two remaining FF members. "So what's the game plan now?" Spiderman asked his two fellow heroes. "We have to keep these things away from the populated areas of the city." Reed said. Johnny was the next to speak. "Where are these things coming from though? They showed up out of the blue!" Peter thought this over, Vermin had attacked from the sewers and so had the Scorpion. "They must be using the sewers! That's where they struck from last time!" The two FF members looked at Spiderman before back at each other. "That would make sense, with the hundreds of sewer lines that crisscross Queens alone they could cover New York in no time at all." Mr. Fantastic's response was anything but comforting.

"So what's next?" Torch asked. Spiderman decided to take charge from that point on. "We incapacitate as many of these things as possible until Invisible Woman can find a cure! And we take down any SCU goons who get in the way!" The remaining super heroes nodded at his orders. "Torch you and Mr. F head up town and stop as many as you can! I'll head down town to deal with the rest!" With that said Peter fired of a web-line and swung away heading towards Queens lower areas.

…

**Triskelion**

SHEILD was in a miniature panic, agents and analysts were running back in forth across the control room trying to get a handle on the situation. Nick Fury stood at his command post overlooking the room. "Status on the Ultimates." Fury ordered. Agent Phil Coulson approached him from the side, "Sir Alpha team is currently in route, but Wasp. Pym, and Banner are still in South America. Cap, Widow, And Barton are about 25 minutes away from the drop point." "Any word on Ironman?" "No reports yet sir. But knowing him he'll make an entrance soon." Fury nodded his head.

About a minute later the control room doors opened showing a slightly out of breath Jessica. "Sir, requesting permission to engage hostiles in Queens!" Fury looked at her for a moment before answering. "Request granted. Take a squad of shield soldiers with you. And as a heads up, the SCU are shooting at basically everything." "Understood sir!" She then sprinted out of the room heading towards the hanger. The screen the lit up with a large map of New York, the major areas of Queens had multiple red spots all over it, indicating how bad the situation had progressed. SHEILD was organizing as many of it ground and aerial forces as it could muster in the short amount of time they had. Fury looked up at the screen and glared at it, they were losing the fight before it had even started. These creatures were flooding the street and wrecking everything. The SCU's countermeasures weren't helping much. Reports had come in that the SCU was opening fire on any moving objects in any of the designated areas. Namely any area where the Crossbreeds were currently attacking.

Fury was looking at any area he could see looking for the slightest break in the monster's attacks. They seemed to be to well organized for a bunch of mindless animals. Before he could question it further a large explosion was heard from a distance away. The room shook slightly, "What happened?" Fury asked, keeping his calm and composed demeanor. A shield analyst was the first to answer his question. "Sir several crossbreeds are inside the Triskelion security grid!" "How did they get past the security grid without detection!?" "Virus confirmation! A long range transmission was just detected it incapacitated any electronic warning sensor we had to display it as all green!" Fury scowled at this, these things were definitely under someone's control.

"Get agent Hardy and Hill to lead a counter offense, take those things down!" The analysts immediately began to issue Fury's orders across the base. "Sir! Ironman just sent us a transmission he is currently in route to Queens, and primary avengers team is now 5 minutes from the main bridge!" Fury gave a small smile, they hadn't lost yet.

…

**Queens Bridge, New York**

The Quinn jet hovered over the bridge that connected Queens to the rest of New York. The jet lowered its loading doors as three figures dropped to the ground. Captain America, Black Widow and Hawkeye looked over their surroundings as they saw small groups of crossbreeds running on the bridge trying to make it across. "So Cap what's the plan?" Hawkeye asked. "Keep them on the bridge and away from the people. Widow, Hawkeye, gets some range between you and them and keep them back, Ill be melee and keep them focused on me." The two agents nodded at the veteran hero before opening fire on the hordes of crossbreeds. Hawkeye used his bow to fire of several volleys of arrows into the horde of monsters. Black Widow followed up by using her automatic pistols to mow down several creatures. Captain America used the confusion caused by the duo to leap into the fray.

He used his shield to bash through the creatures, delivering kicks and punches with enough force to send the beasts into cars. He threw his shield, which slammed into several crossbreeds, bouncing and ricocheting across each one. One crossbreed tried to jump on the legendary avenger only to be slammed in the back with gunfire from Widow. "Watch yourself Steve!" She called out. Cap smirked at this, he might have been fighting a different war, but he still had his fellow soldiers to rely on. A crossbreed ran straight for Hawkeye, but a quick draw from his sidearm put the creature to the ground. "These things are getting annoying, how much longer are they going to keep this up!?" The blonde archer's complaints mirrored the thoughts of his teammates. Despite the group's skill and combat experience, the hordes of crossbreeds had begun to overwhelm the group. "We could really use some back up right now!" Widow shouted into her com-link.

"Ask and ye shall receive!" a robotic voice sounded. A loud rocketing noise was heard from the other side of the bridge before several blasts of blue light emanated from the crowd of monsters. A gold and red armored figured barreled through the crowd of crossbreeds blasting and punching as he did so. He fired off several blast of repulsor beams into the beasts around Cap before he landed next to him. "Happy to see me?" Ironman asked, half jokingly with a smug tone. "What took you so long?" Captain America said with a small smile on his face. "Sorry my tune up was running late. Fury briefed you on the situation?" "Yeah, bunch of freaks running around through the city. So what's new shell-head?" Ironman looked at the snarky archer before answering, "Well for starters the Fantastic four caught one of the so called 'original' crossbreeds with Spiderman's help. Looks like they'll try to reverse the genetic process." "That's some progress." Widow spoke up. "What's our next objective?" Cap looked at his assembled team before speaking. "We'll take the fight inside the city and stall for as long as possible until a way to stop them is found." The assembled team nodded their heads before taking off down the bridge. Ready for another fight.

**Phew, this one was long, but I got it done. Hope you like the upcoming team ups. After this arc I might start up an ultimate avengers story, it will probably be under the avengers comic title in 's browsing category, if not just check my stories on my profile. Let me know what you guys think about this idea. **


	23. Chapter 23: Old Acquaintances

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**Spiderman Costume: . **

**Chapter 23**

**Old Acquaintances **

Spiderman swung through the ruined remains of Queens taking out crossbreeds and SCU members alike. He was currently looking for any of the crossbreeds like the scorpion, the self-dubbed 'originals'. They were apparently stronger than the other crossbreeds now running through the city. Sue Storm and Ben Grimm had caught two other crossbreeds on the way to the Baxter building. The genetic structure was unstable in the new ones, so they could be reversed with less difficulty, but for the 'originals' a cure might not be possible. This news was not appealing to peter, if it was true, then Mac Gargan would never be human again. Peter heard more gunfire coming from ahead. He landed on a nearby wall and climbed across the building for a better view.

He saw a full squad of SCU goons firing at a horde of crossbreeds, and to Peter's horror, a small group of people were caught in the crossfire. 'Those fucking lunatics!' Spiderman wasted no time and fired off several volleys of his webbing on both side so of the conflict. The SCU troops were hit head on with the substance and immediately went down, the crossbreeds how ever continued to struggle against the netting, some of the rhino types even began to tear it. 'Oh no you don't!' a quick blast of impact webbing stopped the super strong crossbreeds from breaking free. "That should hold you guys for a while." Spiderman then looked at the group of people he had just saved, they all looked terrified of what was happening. 'Can't say I blame them.' He saw them look at him in fear. 'Guess I still don't have great PR.' He then pointed towards the cleared area before speaking, "Get going! Clear out of the city and keep away from the SCU! If you find cops stick around them and they'll take you out of the city." Not waiting for a reply he vaulted into the air with the aid of his webs before he swung off towards another area Gwen and MJ had designated for him.

"Peter a large horde of those monsters are wrecking the streets a few block from the Baxter building, and there some pretty big ones too!" Peter started to swing towards the home of the FF. He landed on a totaled car that was buried halfway into the ground. Spiderman looked for crossbreeds and found several lizard-like individuals clawing at cars and causing mass mayhem on the streets. At the center of the crowd was a massive version of the lizard creature. The key difference was this one had a tail and was far bigger, standing about three meters tall. The Lizard stood on top of a car, like a king of his species. The wall crawler didn't like the look of this he saw several other creatures rallying around the area, all poised to strike at the Baxter building. 'Well this is just great! If they get into the building all the effort for finding the cure could be lost. Before he could think any his spider sense flared up as he jumped to avoid an incoming blast of green acid. He was forced down onto street level right in front of the horde of monsters.

Spiderman slowly rose to his feet and looked at his previous attackers. The Scorpion stood in the middle of the street behind the masked vigilante, glaring at him. 'So they must have broken Mac free. But he isn't snarling like a crazed animal, neither was Vermin! What's different about them!?' "So you must be Spiderman!" A deep and throaty voice boomed from where the Lizard stood. Peter soon realized that it was the Lizard that had spoken. "You can talk!?" out of all the crossbreds the only one to speak was Mac, and he could barely form a sentence, let alone speak coherently without any difficulty. "Of course I can. My intellect is matched only by my strength. And you will soon learn how strong I am! You're an annoyance that must be squashed!" "Geez! Sorry if stopping a horde of deadly monsters makes me the bad guy!" He said sarcastically. The Lizard merely snarled at him before jumping from his perch and slamming into the ground. "Your insolence will be your downfall!" The Lizard then let out a blood-curdling screech that resonated throughout the streets. All the crossbreeds gave a similar roar before charging towards the Baxter building.

Spiderman braced himself for an upcoming fight knowing that the Lizard now meant to face him alone. The large reptile charged at the arachnid styled hero before spinning around to use his tail like a whip. Spiderman managed to dodge the assault but the attack smashed through a car. Spiderman rapidly fired several shots of webbing to immobilize the beast, but he merely ripped through the restraints. "You can't stop me!" The lizard charged Spiderman's position wrecking everything in his path. The two tackled each other with the Lizard gaining the upper hand. Spiderman unsheathed his claws and attempted to claw at the oversized reptile. "That won't hurt me! My hide is steel! My teeth are razors! My claws are daggers!" Despite the Lizard's boasts, peter's claws were dealing damage, but as fast as he sliced him, the flesh regenerated. The monster's healing was far more potent than the healing factor of the other crossbreeds. 'He's even stronger than Scorpion!' "So what's your endgame asshole!?" The giant monster grabbed the vigilante and hurled him into another car. He slammed into the truck, leaving a human sized dent in the vehicle. He quickly recovered by leaping into the air and sticking to an adjacent building, in turn avoiding the oncoming attack of the Lizard. "I see no reason to tell some puny annoyance like you!" Spiderman attempted to make a witty retort, but a warning from his spider sense derailed his train of thought.

He leapt off the building just as a car landed on the spot he had perched on. Spiderman launched a web line and swung away from the building, attempting to create some distance. He was stopped when his spider sense went off yet again. Before he could react he was slammed with a powerful blow to his diaphragm. He landed on the pavement hard, knocking the breath out of him. "So it seems you're having a problem with this creature Connors." The voice sounded strangely familiar. Peter looked up to see the face of Otto Octavius, only with the addition of four massive, mechanical tentacles extending from his back. "Otto!?" seeing the friendly scientist look so menacing was causing the wall crawler to have a serious case of confusion. 'Why is he here? And why is he helping these guys!?' He decided to state his thoughts directly to the now villainous scientist. "What the hell Octavius!? You're with these psychos!?" The man looked down at the masked hero as if he was beneath him. "You miserable whelp. How dare you address me as such, I am Dr. Octopus!" "Your fate is sealed here, Spiderman!" the Lizard walked forward and attempted to crush the wall crawler, buts said hero was able to dodge at the last second. "Kurt my old friend allow me to deal with this insect, go aid Jackal in the recovery of our property." "Very well, make eliminate this nuisance." The Lizard started to walk away, heading straight for the Baxter building. 'Did he say Connors? Kurt Connors is the Lizard!? This day couldn't possibly get any weirder!' Peter jumped to dodge the attack dealt by Doc OC; the tentacle used did leave a sizable gash in the asphalt street.

"What the hell is wrong with you doc!? This isn't you!" "Do not pretend that you know me! I was blind to the loss we suffered that day! We lost our friends, our work; our life's work no less! And we will complete it, we will usher in a new age for all of humanity!" AS he ranted he swung his arms around smashing and piercing everything in their path. "You're talking about the day of the accident? That was years ago! Why now!?" The crazed villain did not respond with words, instead he unleashed all four of his arms on the masked hero. It took all of Peters training and experience to dodge the wild and unpredictable tentacles. He glided through one attack, rolled through the second and leapt over the third. He braced himself for the fourth attack and caught the tentacle. He used all his strength and adhesive power to keep himself rooted to the ground. He then pulled the tentacle forward, in turn dragging Doc OC towards him as well. Spiderman firmly delivered a powerful blow to the man's stomach. The impact knocked the wind out of mad scientist sending him sprawling on the ground.

All through the fight, a lone figure in a lab coat had approached the fight, expertly avoiding any debris done by the battle. He approached the now downed Doc OC, drawing the attention of Spiderman as well. "Otto…how disappointing. I imagined one of my apostles to be able to handle such a nuisance." To his credit, the downed scientist began to rise with the aid of his mechanical arms. "Forgive me Miles… I underestimate this fool." The name the doctor had said struck a memory for Peter. He then looked closer at the face of the man who had approached the battlefield so nonchalantly. Sure enough the man was a near splitting image of his professor Warren, albeit with a few years added to him. Peter could only assume that this man was his professor's older brother, his parent's old friend and colleague. Dr. Miles Warren.

"So you are the so called Spiderman that has been interfering with my work. I expected you to be… different." "You mean to tell me you're the one responsible for all of this!? For all these people turning into monsters!? For mutating Mac into that… that … Abomination!" Peter could feel his hatred and anger for this man rising with each event he listed, every incident he recalled. Every one of them made the young hero numb with rage. Miles, however, also looked enraged. "Monsters, you dare call the work I have created 'Monsters'! You have some nerve boy! My work will usher in a golden age for the rest of humanity! No longer will life be sort and fleeting, everyone will be better, Perfect!" The man's rant only infuriated Peter more. "I'll beat you into the ground!" Spiderman leapt at the scientist aiming for the man's head. The scientist was surprisingly nimble he moved to the side before ducking and delivering a powerful sidekick into the body of the enraged teen. The kick sent him back several feet, but he was able to regain balance and land on his feet. His side had a dull throbbing that began to fade rather quickly. 'How is he this strong!? Did he manipulate his own DNA?' Spiderman stood ready to attack again, but Miles stood there uninterested. "Otto I believe I will require your assistance in acquiring our old experiment. Come with me, we'll meet up with Curt inside the building." The two men began to walk away completely ignoring the super powered team behind them.

"Hey were not finished here!" Peter Began to lunge at them again but he was suddenly slammed to the ground by a large black tentacle of goo. The tentacle lifted Spiderman into the air and hurled him into a large building. He slammed through the glass windows with enough force to shatter all of them. He grunted in pain, trying to steady his breathing. He saw a small puddle of black goo in front of him. The substance began to shift and move; it suddenly began to move towards the entrance of the building. Peter looked up to see a being he had thought was dead. "Eddie…?" Sure enough stood the massive black form of Venom. He was three times bigger than he had been the last time he and Peter had fought. His muscle seemed to bulge and twitch, saliva hung from his jaw. "Eddie it's me! Its Peter!" The creature mad e no sign of recognition, instead it uttered one word. "_Kill…!" _The hulking monstrosity rushed forward to crush its smaller adversary, but Peter was able to back flip away form the attack, firing blasts of impact webbing as he did so.

The increased webbing seemed to only slow Venom down slightly as he progressed towards his intended target. Peter knew he couldn't hold back against Venom, even if it was his friend inside of it, deep down he knew the monster he was fighting was pure distilled aggression. He decided that the gloves were coming off as he unleashed both his claws and mechanical arms. "I'm sorry Eddie, but you're not giving me a choice!" he then leapt at his former friend intent on stopping his rampage.

…

**Baxter Building**

The alarms inside were blaring as crossbreeds slammed into the impact-proofed glass of the buildings windows and doors. Sue Storm and Ben Grimm stood inside the sealed doors of the buildings top labs. "Sussy you sure that those doors and glass will hold them?" "Long enough for us to develop a cure? Maybe." Ben watched as the last of the lab and security personnel were evacuated via VTOL transports. "Well everybody has been cleared out, so we just got to worry about us now." Su nodded her head in understanding. The reversal of the genetic mutation on Vermin was slow. Any attempt Sue made at reversing the cells back into stem cells to promote normal human cell replication failed. Essentially the cell would commit suicide. To make matters worse the animal cells began to replicate even faster.

"Whoever made this really was a genius at biology, this is more advanced than the original experiments on crossbreeds." Ben looked up at this before he spoke. "Wait. You tellin me that somebody did this stuff before?" Sue nodded her head, still busy punching in command codes at a computer terminal. "Yeah an experiment was conducted several years ago by a small group of scientists. They were exploring the use of animal DNA to repair human DNA that was either damaged or mutated." Ben let out a small whistle. "So they could have cured different diseases with that stuff huh? I gotta say I'm surprised it went under." "Yeah after an accident with the machine they used to splice DNA, two of the scientists were killed, one severely injured and hospitalized with another, the last one went missing about month later. The whole experiment was then shut down and locked up." Ben looked up again at the security monitor to see crossbreeds futile attempts to enter the building. "I'm activating the security for the outside, just to keep them busy." Ben used one of hi large fingers to press a holographic red button. As soon as he did, several turreted weapons emerged from the building on several vantage points. The bullets began to fly slamming into the hordes and causing them to scatter. "Good thing they got that regeneration ability. Otherwise I feel really bad about doin this." Suddenly the alarms grew even louder. The two members of the FF looked at the security monitor to see the Scorpion using its acid tail to carve through the glass. The crossbreeds began to swarm into the hole with a few getting in at a time.

"Sussy we might need to hurry with that cure." Ben said with a dark tone. "You might be right, I'm activating several of the building inner defense mechanisms." After punching in a new command code into the computer terminal. The Baxter building began to whir to life as automated turrets and energy walls began to trigger all over the building. "If this doesn't stop them it will sure as hell slow them down." The two members watched as the crossbreeds continued the assault into their home.

…..

**New York City**

A volley of bullets and arrows peppered the group of crossbreeds that were ripping open the doors of a bus, trying to get to the civilians inside. "Alright folks move out, head to LZ for evac." Captain America was met with the fearful and confused looks of the bus's passengers. Widowed sighed at her leader's military speech. "Move out to the other side of the bridge, there will be a transport waiting for you all. Now move!" at Widow's words the group moved out of the bus and into the near abandoned streets. The remaining members of the Ultimates watched as the people fled down the street, heading toward the bridge they had previously secured.

"Cap we really got to work on your civilian talk." Hawkeye's comment was ignored as their defacto leader looked down the street. "I think we have bigger things to worry about." He pointed towards the direction of the Baxter Building. The others followed his line of sight and saw a building crumbling into rubble, on after another. Ironman used his helmet's instruments to scan the area. "I'm detecting two heat signatures, one looks pretty big." As he spoke he saw another building collapse under the strain of battle. "Maybe we should get over there to stop it!" Hawkeye said, not waiting for a response the purple masked archer took off toward the battle. Ironman took off into the sky, while Cap and Widow took off after Hawkeye.

Ironman was the first to arrive at the scene of the battle. He saw three buildings that had been leveled. "Well this is…. Destructive…" A small buzzing noise was heard inside of his helmet. He answered the noise with a casual greeting. "Jarvis, what can you make of this?" "**I would say that the damage is mostly due to foundational instability, most likely caused during the battle". **"Yeah, that's what I was thinking. New question is who was fighting? And where are they now?" As if in response to his question, a red and black figure smashed through the wall of a brick building. He tumbled onto the street stopping about thirty meters from the point from which he was thrown. "Kid!" Ironman had been able to deduce that the figure was Spiderman, although he looked pretty disheveled. He whirled around just in time to see a large black mass rip through the wall of the building, causing it to collapse as well.

"What the hell is that!?" Ironman flew out of the path of the falling building and flew towards Spiderman. He scooped up the young hero and flew with him until he reached the roof of a building a good two blocks away. He set the unconscious vigilante down on the ground before lightly tapping him across the face. "Come on kid! Wake up!" "Uh…" Spiderman groggily began to come to, although he was still having a hard time focusing. "Ow… Man he's stronger than before." "I assume you know that thing then!" Spiderman looked up as if seeing the hero for the first time since waking up. "Yeah, I fought him once before. But the guys who are responsible for all those monsters down there must have juiced him on something." Ironman looked around for any sign of the hulking black monster. "Man, for something that big, it sure moves fast." "Yeah and to make things worse he's completely invisible to my spider sense, I can't predict his attacks!" Just then a large explosion echoed from down the street. The two heroes looked for its source and saw Venom currently being bombarded with explosives from both Black Widow and Hawkeye; Captain America hurled his shield at the creature, slicing deep into its stomach. Venom let out a cry of pain before he fired off several tentacles that pierced the ground of the area. The tentacles then began to rip apart the street, destroying the heroes footing.

"We've got to get down there!" Spiderman leapt from the roof and swung towards the battle firing several shot of impact webbing to distract Venom. Ironman followed the young hero's lead and flew towards the monstrous form of Venom. The armored avenger fired off several blasts of repulsor fire; the attacks struck venom head on. To its credit Venom continued to fight valiantly despite the barrage of energy blasts. Venom let out a fierce roar before charging at the group of heroes. The monster first struck Ironman head on with a powerful claw strike, the force of the blow sent the armored hero into the ground, leaving him in a small crater. Seeing his ally in peril, Hawkeye fired a volley of arrows at the monster. Several of these arrows were equipped with explosive tips, detonating on impact. The remaining arrows were standard arrowheads. The bladed projectiles pierced through Venom's eyes, causing a torrent of blood to spew from his head. His attacks beam even fiercer as he used his claws and massive strength to tear through his surroundings. The impact of his blows caused the streets to crack and shatter. Spiderman leapt up to Venom's head and began to claw and punch him with as much force he could muster. With each blow Peter unleashed his venom blasts into his adversary, causing the monster to reel back in pain. "Just! Stay! Down!" Peter armed one of his web-grenades and slammed it onto Venoms head.

He leapt off his former friend and landed a few meters from the monster. "Get back!" Heading the young heroes warning the Ultimates all began to retreat while Venom continued to flail wildly in pain. The timer on the grenade finally hit zero, and the web grenade detonated spraying impact webbing all over Venom's body. The creature roared in defiance as it tried to remove itself from the adhesive substance. "We need to put him down!" Captain America called out. "How are we suppose to stop that thing!?" Widow called out avoiding debris that was being flung by the still struggling Venom. "Anyone got any cryogenic weapons?" Spiderman asked. "Hawkeyes got some cryo-arrows!" Widow responded. "Then shoot them! It can't stand cold temperatures!" Hawkeye decided to follow the young heroes advise and fired of three arrows tipped with silver capsules. The projectiles struck their intended target causing large chunks of ice to form on Venoms massive frame. His movements eventually ceased as he was encased in frost and ice.

"Hopefully that will slow him down for a while." "So you're that new hero Spiderman huh?" At these words Peter turned around and looked at Captain America. "Yeah." Peter gave a curt response. "So mind telling us what were up against seeing as you obviously knew about this thing." He pointed to the frozen figure behind him. "Yeah, Long story short we got a couple of crazed scientist trying to wreck the Baxter building. They're looking for something in there. An they're using a army of mutated people to due it, part of the FF is in the building now trying to make a cure." "Good to know." Spiderman looked at Ironman, his armor showed a little damage (Mostly scuffs and cracks) but it didn't look like anything debilitating. "So that's why they're attacking the Baxter building. Cap what's Fury up to?" The captain looked at his armored teammate before answering. "Fury and the other shield agents are currently dealing with an attack on the Triskelion, knowing Fury, he'll be fine." Ironman nodded his head. Just then Peter's com went off. "Gwen, MJ?" The words he spoke drew the attention of the other heroes who looked at the young vigilante.

"Peter there is some serious police chatter, the SCU is headed straight towards your location! They know your there and they're primed for a shoot out!" Gwen's warning only made Peter's blood boil at the mention of the Special Crimes Unit. "Just great. The SCU is still gunning for me." "Well vouch for you son." Captain America's statement made the young teen look at him in shock. "What?" "Hey you really think Fury is gonna let a bunch of trigger happy maniacs take out a potential asset? Please." Hawkeye's snarky comment dampened Peter's mood considerably. "Yeah well you might want to tell them that soon, because they're getting pretty close." Ironman pointed to the direction of a New York high rise and sure enough an SCU attack chopper was heading towards the group's location. "Ironman, patch us in to their frequencies and tell them that Spiderman is to be regarded as a friendly." Ironman looked at the chopper for a moment, in that time Spiderman's spider sense activated. Before anyone could react, Ironman leapt in front the group, putting up an energy shield as he did so. Bullets rained down from the chopper bouncing off of the energy shield and destroying nearby shops and buildings.

"What the hell!?" Hawkeye shouted. Ironman was the one who responded. " According to the SCU captain Rumlow, "All post-humans are to be treated as hostiles and eliminated with deadly force." "That must mean all of us!" Widow exclaimed. The chopper began to circle them trying to get around the shield. However an explosion suddenly occurred from the side of the chopper, sending it careening into the nearby buildings. The group of heroes tuned to see a standard group of NYPD swat troopers, one of which was holding a grenade launcher. Then a man that Peter was very familiar with stepped out in front of the police, he then picked up his radio before speaking into it. "This is Captain George Stacy of the NYPD reporting to all friendly cops, do not target any post-human individuals, and focus all fire and manpower on the SCU and the Crossbreeds infesting inside the city." He then turned off the radio before walking towards the group of assembled heroes. "I've been waiting for the excuse to put those SCU bastard in their place." Spiderman looked at the captain in pure shock. "You just took down an SCU helicopter to save us?" Stacy nodded at the bewildered teen. "Listen I don't like the way you do things, but you keep people safe. That's more than Rumlow and his unit ever did." This comment actually made Peter feel a little proud, even if it was meant as a backhanded compliment.

"Well thank you captain Stacy. Its good to see that the law enforcement of this city is still in good hands." Captain America stepped forward to shake his hand. The man gladly shook it. "Hate to break of the respect for people who hold the rank of Captain, but we might have a serious problem." Spiderman pointed at a bright yellow light flashing around in the sky. On closer inspection Peter could see it was the Human torch currently in a dogfight against several bat like crossbreeds. "I think Johnny could use some help!" "I'm on it!" ironman blasted off into the sky aiming for the areal battle. He began to fire off several repulsor blasts into the crowd of bat-like crossbreeds. The blasts of energy slammed into the group of monsters, causing them to scatter. Torch took this opportunity to unleash a massive wave of fire that sent the group of bat people plummeting into the street below. Spiderman leapt onto the edge of a building ready to intercept the falling creatures. He began to fire off several large webs at the plummeting crossbreeds pinning them to building to slow their descent.

While some of the Ultimates watched the young hero save the mutated monsters from death, a group of crossbreeds began to charge down the street, heading for the group.

Before anyone of the Avengers could open fire on the group, a hail of bullets erupted from a newly arrived helicopter. It was a pristine silver and white color with the image of a strange flag painted on its side. The helicopter hovered over the area for a moment, and all occupants on the streets readied themselves for a fight. Several ropes descended from the chopper followed by fived soldiers wearing white and gray combat fatigues and body armor. Each soldier looked ready to fight a war all on their own, equipped with explosives, Assault rifles, and the latest technical gear available. The leading soldier looked completely different than he others, she was a young woman with long silver hair and a slim figure. She wore a formfitting combat suit lined with several pouches, including two handgun holsters strapped to her thighs. The woman stepped forward and motioned for her soldiers to stand down. The group lowered their weapons, as they did so the young woman removed the mask that had been obstructing the view of her face. By now Spiderman had returned to ground level and saw the group of soldiers. Although he did not recognize the group, one individual seemed to stick out, the young woman with the long silver hair. He walked forward towards the group before speaking. "Silver? Silver Sablinova?" The girl finally removed the mask that covered her face, revealing the young ambassador of Symkaria. "I believe with all the monsters running through the streets that you might need some assistance, no matter how small the assistance we may be able to provide." Captain America was the first to respond. "Listen ma'am we appreciate the sentiment, but it's to dangerous for an ambassador."

Spiderman flinched slightly under his mask knowing how angry Silver had been when Spiderman had attempted to refuse her help during the hostage crisis. 'Hell hath no fury like a woman's scorn.' Spiderman quickly stepped forward, right between Captain America and Silver. "With all due respect Cap, I've seen Silver and her troops make a group of armed and trained mercenaries look like a bunch of mall cops. I think we can trust her to be able to handle this situation, and lets face it we need the help." Cap looked down at the younger hero before sighing. "Fine, but we will not be held responsible for any injuries you or your soldiers take." "I would not expect you to." The young woman replied. As the captain walked back to converse with his team and Stacy, Peter turned to look at the leader of the Wild Pack. "Didn't really think your country would get involved in this mess." He said. Silver gave him a small smile before answering. "Well, I do owe a certain masked vigilante a debt of gratitude, and I never leave a debt unpaid." This made the vigilante smile under his mask. "Well thanks for the help. If you can direct your troops to help hold back any crossbreeds or SCU goons, that would be appreciated." Silver nodded her head and issued her commands to the troops.

"So hate to interrupt your moment here but the Baxter building doesn't look like it's in good shape." MJ's slightly bitter tone did puzzle Peter but he understood her point on the matter. He saw the human Torch descend into the group looking a bit worse for were but still standing strong. "Well are we gonna kick those freaks out of our house or not!?" Peter nodded his head as he looked up at the beaten form of the Baxter building. 'Get ready Miles were coming for you!'

**This chapter was tough! I had to improvise on a lot of my ideas here but I like the turn out! **


	24. Chapter 24: Kings of Their Domain

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**I have also posted character bios for an upcoming Ultimate X-men fanfic. Check it out on my profile under my stories or go to the X-men fanfic section and it will be under an M rating. Reviews for it are welcome and tell me who else you want to see. **

**Chapter 24**

**Kings of Their Domain**

**Baxter Building**

Miles Warren casually strode through the now blood splattered halls of the Baxter building. He looked around at his fallen crossbreeds, "Hmmm… disappointing. I'll have to increase their durability, even if some of them do eventually regenerate." He continued his troll down the hall until a large reptilian beast appeared before him. It was shorter than the Lizard and had two spiky fins, one extending from the back of its head and its spinal column. "Iguana? What is it?" The beast snarled at him before whirling around growling in the direction of another hallway. He final y arrived with his crossbreed companion to see a strange blue colored screen that covered the entrance to another hallway. "I see a specialized electric grid net, made from pure electricity contained in a force-field, I have to say the current scientists do have some skill. Unfortunately…" the man known as the Jackal walked forward to the edge of the field and held up his left arm. The arm began to twist and contort, growing both in size and length, with the addition of green fur and razor sharp claws.

The mad man jabbed his hand through the wall that connected the electric field to its power source. The Jackal's clawed arm pierced into the building's wiring delivering a shock of electricity that would kill any normal human. However, Miles was no longer human. He finally ripped a large bundle of wires out from the wall causing the energy field to flicker and die. "…Once you find the glitch in the machine, it all comes apart." Although he spoke as if he was uninjured his appearance said otherwise. His body had large patches of burnt skin, and his clothes were partially burnt. His skin however began to slowly heal, the damage tissue returning to its original state as if it had never been damaged in the first place. "Come my boy, we have much to accomplish." He once again began walk down the halls of the building as if he was without a care in the world.

…

**Oscorp**

"Is everyone inside the building?" Norman Osborn asked one of his security officers. "Yes sir, we've activated the premise's defense system. I also had all security personnel gear up for heavy encounters." "Very good, thank you Horace." The man named Horace nodded at his employer before walking away. Norman Osborn stood on a large balcony that overlooked Oscorp's lobby, which was now filled to capacity wit terrified people from the streets. Harry was amongst them with his girlfriend Liz. Norman could only prey that none of those monsters would attack Oscorp. The most terrifying thing was how close they resembled the cross species work that Connors had originally worked on. "Could these creatures be a result of the original crossbreed program?" His train of thought was derailed when gunshots were heard outside the building. All eyes turned to see members of the SCU firing on any crossbreed they saw. 'This is bad!' Norman thought to himself. 'There must be something I can do….wait!' He quickly opened his phone and dialed a number of someone he knew would be in the genetics lab. The phone rang for a few seconds until it was finally answered. "Hello?" "Morbius, I need you to bring down a sample of the OZ serum! Now!" "But sir! The serum is unstable! It might be dang-" "I said now, dammit!" Norman's tone finally convinced the confused scientist. "Alright, I'll bring down the sample." He then hung up the phone. Norman looked outside of his building in fear. 'I hope this is the right choice.' He thought to himself.

….

**Baxter Building**

Spiderman smashed his fist into the jaw of another Vermin styled crossbreed. 'These things just keep coming!' "Reed how many more floors until the lab floor?" Spiderman called out to the recently arrived Mr. Fantastic. "Another couple of floors at least twenty more!" He said this as he bloated his fists to slam a rhino-like monster into a group of lizard creatures. The Human Torch released a volley of fireballs on the group in an attempt to slow them down. The group of heroes now included the Ironman, Captain America, Black Widow, Hawkeye, the remaining FF members (Reed and Johnny), and of course Spiderman himself. The group had met up with Mr. Fantastic before they began to storm the Baxter building, trying to flush out as many crossbreeds as possible.

Silver and her wild pack had joined forces with the police to keep both the crossbreeds and the SCU away from the populated areas. According to Captain America the reinforcement from SHIELD were occupied with the crossbreed invasion. That meant that both the remaining SHEILD agents, including Jess, would not be arriving anytime soon. That left the current heroes to try and reach the upper labs of the Baxter building to stop Miles. According to Reed, Susan and Ben were still up at the top labs working on the cure. They had also informed the group that the Lizard and Doc OC were also inside the building. They were all heading towards the storage lockers on one of the lower areas of the building, just a floor below the Invisible Woman and the Thing. "So we still have a while to go!" Hawkeye said, irritation evident in his voice. Spiderman dashed forward, heading towards the elevator doors. Before he could reach them his spider sense activated, he was then tackled to the ground bay a large lizard like creature that burst through the wall. The creature had enough force to push them both through the windows of the building.

The two began to plummet to the ground. The beast, which could now be seen as another lizard creature, tried to claw at the web slinger but was met by the hero's own set of talons. They both continued to slash at each other with great ferocity, which began to increase as Peter felt them descend. Finally deciding enough was enough, Pete fired a web-line to stop his fall allowing the crossbreed to smash to the ground below. Peter felt little concern for the monster as their healing factor made them near indestructible, it would heal soon enough. Peter began to climb up the side of the building realizing he had fallen more than he had thought. 'Well guess I should move a bit faster!" he then increased his pace trying to reach the top again but he decided to get creative. He then jumped off the building and fired a line to a higher level than he was previously. He used the momentum from the fall to swing him around. He let go of the web line and catapulted up the building. He landed on the buildings side and again began to climb. He looked through several of the windows as he climbed; he began to notice that the past few floors were all filed with storage materials, namely old experiments. As he reached the 60th floor two metal tentacles ripped through the above floor and pulled him inside the building. The mechanical arms hurled him into a pile of metal robotics. He smashed into them feeling pain shoot through his body.

'Owww…' Peter looked up to see both the Lizard and Doc OC. "Well well well, looks like we have an insect problem." Octavius said as his arms circled around him. The lizard stepped forward menacingly, "I'll handle him." The monster's human colleague nodded before his arms lifted him off the ground, moving him towards the room's exit. "Hey wait!" Spiderman tried to stop the man from leaving but he was met with a powerful tail strike to the stomach sending him through several crates before colliding with the stonewall. The wall had cracked from the impact of the collision. "I will break your bones and feats on your corpse!" The Lizard charged at the downed hero, but Spiderman was able to recover in time. He rolled out of the way, narrowly avoiding the claw strike that ripped through the broken wall.

"Come on Connors! You're acting crazy! What have you to gain from this!?" "I've have been given the power to do anything! Look at me! I'm stronger, faster and invincible! Even you cannot beat me!" Spiderman dodged another tail swipe from the monstrous scientist, he the delivered a venom shock fueled punch to the lizard's jaw. The blow was enough to stagger the oversized alligator. "It's not that I can't beat you, I just haven't found a way to do it without ripping your head off!" Spiderman then lunged at Connors. He unsheathed his claws and his mechanical arms. He tackled the Lizard head on, digging both his claws into the monster's stomach, while his arms dug into his back. The combined assault made the Lizard roar in pain as blood burst from the wounds. "Let's get some air!" Spiderman forced himself and his scaly foe of the broken window Octavius had dragged him through.

The duo plummeted from the building as the two beings slashed and clawed at each other. "You'll kill us both you fool!" The Lizard called out. "I thought you said you were 'immortal'!" Spiderman taunted his adversary as the aimed for street level. "I will kill you!" He screamed. Spiderman retracted his mechanical arms as he fired a web-line onto the Baxter building; he then kicked off of his reptilian foe. He watched as Connors slammed into the ground, leaving a massive crater.

He stood (perched) in shock as he looked at Connor as he miraculously began to drag himself out of his crater. His body was a broken mess, bones broken, muscles mush. "I'll …kill…you…!" "Doc what did he do to you?" Peter muttered in shock.

…

**Underground Lab**

Martha and William Connors ran through the facility, running for their lives. When the crossbreeds were released the guards had celebrated, they had let themselves get distracted. Then some of the crossbreeds had become erratic. Martha was no genetics expert like her husband, but she taught at a university for a living. She had heard the other scientist say the neural implants had started to glitch after they were directed to the Baxter building. Several of the creatures that had been kept to guard the labs had gone berserk. Their rampage not only killed the guards but the freed them in the process. Martha had taken the first chance she got to take her son and flee.

The two were now fleeing through the streets of Queens trying to avoid as many of the crossbreeds as possible. Unfortunately the path she had just taken had led her and her son right into a pack of crossbreeds. She and William fled down the street not even thinking of where they were going. This also turned into a bad move as her path led them straight into Spiderman and a giant green Lizard. She immediately recognized the creature as her husband. The Scientists had boasted about their success in turning her husband into the next generation of crossbreeds. "Curt!"

The Lizard (Now almost fully healed) turned to the familiar sound of his wife. "Martha? William?" He turned to see a horde of crossbreeds charging towards his family. It was at this point that the real Connors ripped his mind free from the neural implant Miles had forced on him and Otto. "My Family…! Nooooo!" Spiderman watched I amazement as Connor recovered not only from the physical damage that Peter had dealt to him, but he was also amazed at how Connors had ripped himself from the personality he had mere moments ago. Seeing that Connors' family was in danger Peter immediately leapt into action. The Lizard rushed into battle leaping in front of his family. "Stay behind me!" he shouted to his family. The crossbreeds lunged at the giant lizard trying to overpower him. To his credit the Lizard was far more powerful than the lower crossbreeds. He slammed his arms into the ground before ripping a chunk of the concrete out of the ground before hurling it at the crowd of monsters. The block of asphalt slammed into the horde scattering the monsters. Spiderman swung into the group firing shots of webbing into the crowd. Another group of monsters leapt onto Connors trying to get past him to attack his family. "You will not touch them!" The Lizard threw them off of his body slicing one of the crossbreeds in half. He then used his jaws to clamp down on another one. His jaws tore through the body of his prey before spitting it into the body of another creature. Seeing Connors being overwhelmed by the large group, Spiderman leapt to his aid unleashing all four of his arms and unsheathing his claws. He began to slice and stab every crossbreed he saw, firing off blasts of web to immobilize them after they went down.

"You will fall, you abominations!" Connors roared out slashing at a group of Vermin-styled monsters before using his tail so slam another rhino like monster into a building. "I'll show you why reptiles are kings of their domain!" Connors then launched himself forward slamming and punching every crossbreed in his path. "I'll tear you all apart!" Another monster tried to leap towards his family, but it was caught by Connors' enlarged hand. He then lifted the monster off the ground before chucking into the air. Spiderman vaulted over the Lizard and slammed his feet into the stomach of the airborne crossbreed, slamming it into another group. By now almost all of the crossbreeds were gone with only a handful remaining. Connors saw this and let out a fierce roar. It echoed through the streets for about seven seconds. The remaining crossbreeds began to whimper like scared dogs before bolting in the opposite direction, leaving the group of four alone. Curt looked down at his family relief washing over him as he saw they were unharmed. "Martha…I'm so sorry…" He said. His wife and son had tears in their eyes. "Oh Curt…what have they done to you?" Martha said barely above a whisper. Connors looked down at himself as if just realizing what his wife meant. He turned his head away in shame. "Dad…" William called out, but Connors refused to look at his family, partly out of fear, and partly out of shame.

Spiderman was about to intervene when he heard a helicopter moving towards them. He whirled around praying to God that I wasn't an SCU patrol chopper. Thankfully God seemed to have given him some favor today as the chopper belonged to none other than Silver. However, a horrible realization occurred to Peter as he saw it approach. Connors was still a crossbreed, they would open fire the moment they saw him. Thinking fast (and in his panic the best way to stop them) he leapt onto Connors back. This action shocked both his family and the Lizard himself. "What are you do-" "Just trust me! Lean down, other wise they'll fire!" realizing what he meant the Lizard knelt down on his knees. The chopper locked on top Connors but hesitated on firing when they saw Spiderman on his back flagging them down. Silver noticed this as well and used her communication piece to match the signal to Spiderman's. "What are you doing!?" She asked him. "He's cool, tell our forces to not include Connors as a target, he's back in control of his actions!" Silver looked a bit reluctant, not trusting the crossbreed. "I'm landing the Chopper hold tight!" The Helicopter slowed to a stop and Silver rappelled down to the street. "What do you mean he's back in control!?" Silver walked towards the pair, hand still hovering by her sidearm in case the Lizard tried something. Peter quickly explained what had happened when Connors had seen his family endangered by the crossbreeds.

"So he was able to regain his control due to his family being in danger, not the most unlikely story I've ever heard." Peter inwardly cheered that Silver had believed him so quickly. "Thanks, and I hat to ask this of you…but could you take Connors' family to safety?" Silver looked at the distraught mother and her son. The resulting scene made Silver's hardened facial mask soften. "Fine, I will take them across the bridge and out of Queens." "Thank you! I am in your debt." Connors said, extremely grateful to both Spiderman and Silver for their help. Spiderman and silver Helped Connor's family into the helicopter before Peter left however Martha stopped him. She looked him straight through the eyes of his mask. "Please, make sure Curt comes home safe, I'm begging you!" Peter didn't even hesitate before answering. "I swear to you, I will keep him safe. Silver take off now." With that said Silver shut the chopper doors as it rose into the air and flew away. Peter saw Connors watching the chopper leave. "They'll be fine." Spiderman said reassuring the scientist turned monster. "Silver will take care of them." Peter began to walk towards the Baxter building before the Lizard stepped in front of him, the monster then bent down placing the back of his neck in front of the young hero. "Rip it out." Connors said. It took a moment before Peter realized he was talking about the neural implants. He nodded his head before unsheathing his claws and jabbing them into the Lizards neck, making the beast grunt in pain. He dug around for about a minute before pulling out a small metallic centipede like device from the Lizard's neck. "Miles put them in us to control our actions, he made us follow his mad dream!" Connors growled as he remembered what Miles had done to him, Otto, and all the victims turned crossbreeds.

"We'll stop him, but we could use your help doc, you can still help these people." Connors hesitated before speaking. "Fine, but after this is over I want to be punished for my actions, even if they weren't my own. It is my penance for helping that mad man with his insane dream." "Deal. Is it safe to assume that Doc OC has one of those implants in his head? And with Venom?" Connors nodded his head. "Otto had one located at the bas of the neck, as for the symbiotic creature, it has a different type, it was incredibly difficult to control, so they implanted numerous implants to control him, it had mixed results as you saw." Spiderman nodded his head. 'So Eddie has more of those things controlling him. That might explain the increased aggression, in which case his increase in size is also explainable.'

Peter's line of thought was cut short when a large explosion occurred near the top of the Baxter building. "What the Hell!?" Spiderman wasted no time and rushed towards the building the Lizard tailing close behind him. They leapt onto the buildings surface and began to climb. Peter could only hope that the others were doing better than he was.

…

**Baxter Building, Floor 90**

Captain America slammed his shield into the face of a lizards-like crossbreed. The impact not only broke the creature's skull, but also sent it careening through a glass wall that divided the lab rooms. 'These things are persistent!' he thought to himself as he kicked another monster into its fellow beasts. He then threw his shield into another crossbreed slicing it down the middle. The group of heroes had almost made it to the top despite the los of Spiderman, knowing the web swinger he found a way to survive the fall. Currently they were only a floor below the lab that the Invisible woman and the Thing were residing in. Reed stretched himself out and wrapped around a group of the crossbreeds before hurling them across the room where they smashed into several desks and walls.

Hawkeye and Black widow were firing bullets/arrows at any crossbreed that they saw. The beast's numbers were starting to dwindle. Torch and Ironman began to fire off their respective projectiles as a horde of monsters stormed through the hallway. Torch unleashed a massive wave of flames that seared the monsters to their bones, although still alive the beasts would not be moving anytime soon. Captain America looked at his armored compatriot, "Ironman! Run a scan on the area ahead locate any primary targets!" "Got it." The armored hero walked several feet forward and responded. "Area ahead cleared, but I've got three heat signature beside the Storm and Grimm!" "Well who is it!?" Hawkeye said, this mission was really a pain to him. "Can't tell. I'd have to guess, Jackal and some of his cronies. The first two are headed towards the upper labs, the second one is heading towards … storage?" "What?" Reed asked. "Yeah, he' heading towards one of the storage areas. Isn't that where you keep sealed experiments?" "Yes it is, and there are some very dangerous ones in there! We need to split up to deal with this!" Cap looked at his assembled team before deciding. "Richards you take Widow and Hawkeye with you to the storage labs. The rest of the team with me will head up top and neutralize the threat." The assembled heroes nodded at the line up before going their separate ways.

…

**Lab Floors**

Susan Storm was almost finished with the analysis if of the new genetic sequence. The hologram flickered as the genes began to switch. The code began to twist before finally stabilizing. "**Genetic Code Accepted"** the robotic voice was more of a relief to Susan than it should have been coming from a machine, but at this moment she didn't care. She had finally designed the cure. "Herbie start the cure's cooking process as many as you can make!" "**Yes Mrs. Storm." **The voice responded. "Sussie ya done yet!?" Ben asked barging into the lab room. "Yeah I finally worked out the cure, it still gotta cook though." She said. "Well I hope it don't take long 'cause we got company!" Susan went to full alert as she heard this. "How long until they break through the blast doo-" Her sentence was cutoff as a large crashing noise echoed through the lab room. "Never mind!" She said readying herself for a fight.

A large green reptile like creature then shattered the lab doors. "Iguana, please deal with these annoyances for me." Miles said as he walked through the lab. The monster now known as iguana leapt at the thing only to be met by a massive orange fist. It sent the beast hurtling into a glass wall. "You ain't taken me down so easily!" The thing then lifted a large table before chucking it at Miles who simply smashed his fist through the object. Miles was about to retaliate when an invisible wall slammed into him. He landed on the floor with the Invisible Woman ready for another onslaught. "My dear you have no ide what you are up against" Miles spoke up as he rose to his feet. "I'm pretty sure I do, a second rate Dr. Doom who has a boner for mutating people into monsters!" Miles merely chuckled. "OH they weren't the only ones that I experimented on. I also messed around with my own genetic code." Miles face began to contort in pain, his shoulders began to expand as did his muscles and bones, his body began to grow green Fur Ben saw this sight and both he and Sue stepped back in shock as the former man now finished his transformation. He finally spoke in a deep throaty voice. "You have no idea how much trouble you are in!"

…..

**Oscorp Labs**

Michael Morbius finally arrived on the floor Norman Osborn had instructed him to meet him at. He saw his boss looking over the balcony that stood above the lobby. "Mr. Osborn, I have the sample." Norman turned around and took the serum as he again returned to looking at the filled lobby. His attention however was grabbed when the elevator door opened to reveal Harry walking towards him with an electronic clipboard. "Dad your security force is suggesting the idea of using the delivery vans to move people out of the building. What do you think?" Norman thought this over for a moment. "Fine have at least two security guards with the vans, once they hit the bridge they unload and come right back." Harry nodded before typing in some commands on the device.

Before anything else could be said a loud crashing noise heard followed by several scream and then all hell broke loose. The crossbreeds had remarkably broken into the building. The security force quickly recovered from the initial shock and began to open fire riddling a group of the monsters with bullets. "Get everybody out of here!" Norman shouted to any guard that could hear him. People began to panic and ran for their lives. Norman quickly realized how bad the situation had become. "Dad we have to leave now!" Harry's words were lost on Norman as he stared at the syringe that lay in his hands. He raised the device to his arm. "Dad what are y-" Harry never finished his sentence as a bat crossbreed flew straight into the balcony slamming the two men into the ground. Harry was sent flying into the wall and collapsed near the formula of OZ. Norman was sent several feet from his son. He looked up to see the massive bat monster glaring at him with hungry eyes.

"Dad…!" Harry looked up in horror as he saw his father at the feet and mercy of a mindless monster. He looked down to his right and saw the formula of OZ. He had scene several files that held vague details about the secret project. All of it was connected to the original super soldier serum that was used to create Captain America, the first super hero. Seeing his father in front of him, the monster's arm ready to strike, Harry did the only sensible thing that came to his mind. He grabbed the formula of OZ and slammed it into his arm. Instantly, a rush of unimaginable pain eclipsed all other senses. Harry let out a fierce cry of pain, drawing the attention of both the bat monster and his father. Norman saw his son keeled over in pain, the syringe of OZ empty next to him. "Harry…no…" Norman muttered as he saw his son began to burn and grow in size. His skin began to burn searing off most of his shirt and pants. Where there once stood Harry Osborn, now stood a giant of orange and scaly flesh will small flames dancing across his body. The beast snarled at the bat monster. Its face contorted in an anger filled expression, the two pointed horns and ears further made the monster more intimidating. As if some semblance of thought besides hunger occurred in the crossbreed it began to back away in fear. The goblin like behemoth saw this action and was not pleased. It leapt forward slamming its body into that of the crossbreed's slamming it into the wall. It grabbed the beast by its head before the beast screeched in pain as its head began to smoke and burn. It let out one last shriek of pain before it burst into flames.

Norman stood in awe of the creature that had once been his son. "Harry…?" he muttered. The goblin turned its head towards the familiar voice of its parent. When he laid eyes on his father's collapsed form it revealed a sinister grin. "Hello Father."

**Hope you guys liked this one! Please read the character bois for my X-men fanfiction, I would really like some feed back or more character ideas. **


	25. Chapter 25: End Game

**Disclaimer: I do not own any character from Marvel. All rights belong to their respective owners.**

**This chapter will end arc 1 but the next one will be just as big.**

**Chapter 25**

**End Game**

…

**Queens City Hall, two hours ago**

Brock Rumlow walked into the Mayor's office, although it might have well been his office now. The mayor looked horrible sweat soaked and terrified at the events that had happened. Rumlow had called him to enact full, unrestricted use of heavy artillery that the SCU had on hand. The result had been just as much devastation as the monster's had caused. "Rumlow this has to stop as the mayor I'm ordering you to ceas-" his sentence ended abruptly as a gunshot echoed through the room. The lifeless body of the mayor fell to the floor, a bullet lodged in his skull. "I just came here to tie up loose ends." Rumlow stated before leaving the office fully intent on eliminating the post-human menaces, all heroes included. "Prep the chopper for launch I'll be there in ten minutes." He finished speaking into his radio before walking onto the streets of Queens. From what his troops had told him, the regular cops had turned traitor, allying with a mercenary group to deal with his own troops. 'Stacy, you stupid vigilante sympathizer.' He then walked down the street gearing for his own self-prepared war.

…**..**

**Baxter Building, outside**

Peter and Connors raced up the side of the building Peter using his webbing and adhesive abilities, Connors with his enhanced strength and claws. The explosion hadn't been anything awe encompassing, but it was still rather big. This had spurred both of the super powered individuals into action. Their climb however was soon interrupted. The two beings looked up into the sky as they saw a large SCU chopper headed towards the Baxter building, or more specifically, towards them. The gunship lowered itself to their level before a side door opened revealing an armored soldier at the trigger of a machine gun turret. The mounted weapon roared to life as it rained shrapnel down on both Spiderman and his new reptilian ally.

While Peter was able to dodge the incoming fire, Connors was not. He was met with blinding pain as hot metal pierced his hide. To the beast's credit, he did not let go of the building and continued to climb. Peter knew that Connors' advanced healing would keep him alive a bit longer, but under that type of firepower, even the Lizard could be killed. Acting fast Spiderman leapt off the building aiming straight for the helicopter. He slammed into the gunner with enough force to put a dent in the chopper, one that could be seen from the outside. The gunner however was far from finished as he delivered a solid kick to the super human's chest. The kick was far more powerful than it should have been for a normal human. The attack had almost sent Spiderman out of the chopper and onto the streets below. He saved himself via grabbing the chopper door. He then pulled himself in to deliver a stomp kick right into the soldier's head. The blow struck head on, cracking the helmet. The helmet fell to the ground revealing an older man of about forty with a black stubble beard, and brown eyes. He had the hardened look of a man who had taken lives and seen the worst of what war could do; Brock Rumlow was no one to mess around with. "You damn vigilante!" He charged at Peter faster than he could react slamming the young hero into the cockpit door almost breaking it.

"You post-human freaks need to die!" Spiderman grappled with the man before reversing their positions. He slammed Rumlow into the cockpit door before hammering him with a flurry of punches. "Yeah and like your so normal!" peter could tell from their short fight that Rumlow was anything but human. "I'm more human that the rest of you abominations!" he kicked Peter off of him before drawing his handgun. Peter grabbed his firing arm and angled it back, despite this Rumlow still fired. The bullets rebounded inside the chopper, several of them slammed into the cockpit area killing the unsuspecting pilots. The chopper immediately began to take a nosedive. Connors, having recovered from the initial injuries Rumlow had inflicted on him, looked at the spiraling chopper. "Spiderman get out of there!" Peter heard his crossbreed compatriot, but there was little he could do in this situation as Rumlow gave him no chance to escape. "I will kill you then all your other freaky friends!" He delivered a powerful punch to Spiderman's head disorienting him. "And after you all are dead, I'll pay those traitors in the police force a visit. Starting with Stacy!" Hearing this finally snapped Peter out of his disoriented state. Rumlow drew his knife and delivered a two handed stab, or he would have if a red mechanical claw hadn't slice his right hand off.

Rumlow stared in shock as he saw his right hand drop to the chopper floor and tumble out the opened side of the vehicle. Blood spurted from the wound before he let a cry of pain. "Arrrgghhh!" He dropped down to his knees as the web-swinging vigilante clung to the chopper as it rapidly approached the ground. He leapt from the chopper, Rumlow recovering enough to do the same. The chopper smashed into the roof of a six-story building and plummeted to the ground floor. Peter picked himself off of the roof and looked around at his surroundings. He looked at the damage that the chopper had caused and prayed that no one had been inside when the chopper crashed. His prayers were cut short when his spider-sense warned him of approaching danger. He whirled around just in time to see a knife being thrown directly at his face. He caught the blade by its handle, and by instinct drilled into him by Kraven's training hurled it at his attacker. The knife struck Rumlow directly in his stomach, lodging itself below his ribs. He collapsed to his knees, blood seeping from his new wound, and the stump that had once been his right hand. Peter walked towards him, anger burning inside of him. He grabbed the handle of the knife and pulled it free of the man's stomach. Rumlow let out a brief gasp of pain, but it quickly died. "Finish…it…" he said in a raspy voice, clearly at the end of his rope. Spiderman raised the knife before chucking it to the side. Rumlow looked up at him, his eyes bloodshot with bags forming under them, he looked as pale as a ghost.

"I'm not gonna kill you." Spiderman said as he began to walk away but spoke one last sentence. "But I don't have to save you either." He then dived off the building, firing web-lines as he began to return to the Baxter Building. Rumlow was left on the roof of the now burning building, kneeling in a slowly growing pool of his own blood.

….

**Oscorp labs**

The orange goblin creature smiled down wickedly at his still shocked father. "Hello dad." The goblin said looking at Norman. He then looked overs the balcony's edge to see more crossbreeds attacking people. Smiling with wicked intent, "This will be fun!" he then leapt off the balcony and landed in the middle of the lobby floor. The crossbreeds looked at the new arrival before charging it. The goblin merely grinned at the new challenge. He charged the monster's rank punching and kicking every crossbreed that came within his range of attack. Several crossbreeds were lucky enough to get the drop on the orange goliath and began to dog pile on top of him. The goblin snarled in anger as he was brought to his knees by the animal themed monsters. He let out a roar of defiance before his body released a massive burst of flames. The force and heat of the blast sent the now burning crossbreeds in all directions.

All throughout the fight Norman stood by the balcony's railing, looking down at his son. He watched as the goblin, empowered with the OZ formula, rip through the crowd of monsters with ease. He let an unnervingly ecstatic smile spread across his face. "It's even more powerful than I imagined! Harry my boy, you have made me proud this day!" Unbeknownst two the two men, a third figure had witnessed the scene of Harry's transformation and current ongoing fight between the goblin and the crossbreeds. Liz Allen looked at her mutated boyfriend in fear. "Harry…what's happened to you!?" she whispered. As the battle continued Liz was overcome with fear and fled from the scene. She ran out of Oscorp and headed down the street. She didn't know where she was heading, the city looked like a war zone, nothing was familiar. She continued down the street, finally stopping to catch her breath at the remains of what seemed like a restaurant. "What the hell is going on!?" she muttered, completely confused at the situation. The city was a war zone, one of her best friends was missing, monsters were roaming the streets, the SCU were going crazy, and her boyfriend had just turned into a hulking monster.

She finally seemed to have calmed down, when a loud banging noise was heard in the restaurant alley. Against her better judgment she approached the area. The sight she saw looked straight out of a horror movie. A large rat like crossbred was currently busy at work eating the remains of an SCU officer's corpse. Liz stared in silent horror as she slowly began to back away. As she backed away she lost her footing and fell backwards landing on the ground. The slight noise was all it took for the monster to turn its attention to the frightened teen. The monster stood up on its legs and slowly walked towards its ne prey. Liz couldn't move out of pure fear. She was going to die. She was going to die at the hands of this monster and no one would know. The crossbreed leapt at the petrified girl mouth opened, claws out stretched. Liz finally mustered enough energy to bring her hands up in defense. Her hands began to glow, and Liz could feel her skin burning. The crossbreed however was too late to realize the danger this presented. It continued it charge without a second thought. To Liz's horror and relief the crossbreed began to burn before exploding into a cloud of burnt body parts and embers. Liz sat where she was, in complete shock. She looked down at her hands before looking at the remains of the monster. "What the hell is happening!?" she exclaimed.

….

**Baxter Building**

Reed Richards was normally a calm man, he didn't like to panic or experience anxiety, but as a human he was fated to experience these thoughts and feelings at some point in his life. He wished to god that now was not the time to feel them. He was currently racing down the hall with both Black Widow and Hawkeye trailing close behind him. They were close to the storage room, one that held some of the more dangerous experiments meant to be sealed. It didn't help that his fiancé and best friend were in the path of a raging psychopath who was stronger than he looked according to Spiderman. Although Reed didn't know the young man personally, he could tell that when the young hero dropped his sarcastic tone, shit was about to hit the fan. The trio finally reached the heavy vault door that kept the storage areas safe. Or they would have had the vault still been in one piece. Where the vault door should have been now lay a gigantic opening in the wall. The metal was bent and twisted, the hinges broken and mangled. Reed was really starting to worry now.

The group rushed into the vault room looking for any sign of the perpetrator. All they saw as a large room filled with metal containers that were currently holding god-knows-what. The seemingly vacant room was then disrupted as four mechanical tentacles whirled around a set of crates and attempted to slam the heroes. Reed stretched his body out, twisting and turning around the arms heading straight for their source. Hawkeye and Widow, both nimbly dodged the deadly appendages, firing their respective weapons at the tentacles. Reed stretched himself out around the crated the arms had smashed through before, once around the obstruction he saw the man controlling them. Seeing Mr. Fantastic approach, Doc OC recalled his arms and began a defensive retreat, flailing his tentacle at the pliable hero. Richards evaded the incoming attacks, throwing his own punches into the fray. Several of his attacks found their mark striking Otto and sending him flying into another crate. The octopus themed villain recovered quickly, retaliating by unleashing his arms at Mr. Fantastic, nailing him in the stomach. Pushing his advantage, Octavius unleashed an electric surge that ripped through Reed's body make him howl in pain. Otto flung the limp body of Mr. Fantastic at the two remaining heroes. Hawkeye and Black Widow dodged the attack. Wise-ass archer unleashed a volley of arrows; all but one arrow deflected of the madman's revolving arms.

The last arrow had a specialized polymer that clung to the metallic arm. It began to blink before sending a torrent of electricity into the arm. The electric shock traveled down the arm and into its wielder. Oactavius let out a cry of pain as his body was dealt a near lethal dosage of electricity. "Doesn't feel so good, does it jackass!?" Widow took this opportunity to fire several bullets at the currently stunned villain. Otto was able to raise his remaining tentacles to deflect most of the projectiles but two found their mark in his left shoulder and right kneecap. Otto screamed in pain as he collapsed to the floor. Widow leapt into the air and delivered a guillotine drop kick to the man's head. Otto met the ground face first with a resounding crack. The man lay motionless on the ground as the electric arrow finally lost its charge. "Well that's one problem down." Hawkeye said, nudging their downed adversary with his foot. Widow helped a recovering Mr. Fantastic onto his feet. "True…but we don't know what he was doing here to begin with." Reed added grimly. "So what equipment were they after?" Widow questioned. Reed extended hi body so he could reach a computer terminal built into the wall. "Any experiment that's has been unsealed will be registered on the manifest. So far it looks like he was after one item specifically…" Reed suddenly halted mid sentence as he looked more closely at the manifest displayed on screen. "He was looking for an experiment in our upper storage areas, the same floor as the main labs!" "So where is that?" Hawkeye asked. "Right above us, where the rest of the team is located." Widow replied. "We need to move now!" Reed said. The group then bolted for the access doors that would lead them towards the next floor.

…

**Main Labs**

The second team consisting of Captain America, The Human Torch, and Iron Man headed for the final access door that would lead to the main labs. When they reached the door they saw it was knocked off its hinges and the frame had been demolished. "What the…?" Captain America began to say before the Human Torch flew straight past him, looking for his teammates. He flew for about eight seconds before he had to dodge an incoming table, the makeshift projectile smashed into the wall behind him, shattering against the hard surface. Johnny Turned to look at his assailant. What he saw was monstrous. The creature in front of him was larger than the Hulk; it had green fur covering its body from head to toes. Its body was composed of large muscles, and its hands in ended clawed appendages. The creature had a face that resembled an animals or more specifically a Jackal. It snarled at the young hero, revealing it jagged teeth.

"You annoyances keep showing up one after another." Johnny looked behind the massive crossbreed and saw, to his horror, his sister and Ben unconscious. Both looked battered and bloody. Rage surged through the youngest member of the FF. "You bastard!" he let loose a massive torrent of flame, filling the room with the intense flame. The jackal monster met the attack head on bathing in the inferno that the Human Torch had unleashed. He miraculously survived the attack and seized the young super human by the throat. Although gasping for air Torch could see his attack was somewhat effective. The monster's hide was covered I burnt hair and tissue, with some exposed bone as well. The monster slammed the young man into the ground repeatedly until Johnny was unconscious, blood dripping down his face. The monster raised the incapacitated hero to his jaws where he opened his gaping mouth to devour his prey. Before he could snap his jaws to end the young hero he was blasted through the chest with two beams of blue energy. The jackal-like monster stumbled backwards as the gaping hole in its chest began to heal. "Who dares…!" his comment was cut short when a yellow and gold figure fired another barrage of blue lasers at the monster. It howled in pain as the repulsor beams seared away his flesh. "Back off asshole!" Ironman blasted into the room and flew straight into the monster's stomach. The impact pushed the creature into a set of nearby columns that shattered under the force of the Jackal's landing. The beast slowly picked itself up. "You dare to attack the Jackal!" Ironman landed in front of Johnny shielding the unconscious teen from the upcoming fight. "Great, now I have a Hulk wannabe." "I assure you I am far superior the that mass of rage! I am an the messiah of the new world!" Ironman could only grimace at this. 'Great he's a self proclaimed Messiah, he is a fanatic. Just fucking great!' The monstrous beast roared at the top of its lungs but was silenced when a red and blue shield slammed into his hide creating a deep gash in its stomach.

"Last time I saw people standing above other, we had a big disagreement." Cap stood side by side with his armored teammate. "So tell me son, how do you want this to go down?" "You fools! Iguana!" The two Avengers whirled around as a large lizard-like crossbreed lunged at them from the ceiling. Instead of dodging, Captain America hurled his retrieved shield at the incoming creature. The combined speed of Iguana's descent and the force of the thrown shield sliced the incoming crossbred cleanly in half. Its split boy dropped to the floor unmoving. "Well that was anti-climatic." Ironman said. The two heroes turned to see the Jackal, now fully healed looking even more pissed. "You dare to interfere with my vision!? I will rend you all apart!" The monster lunged forward at the two Avengers, who both leapt out of the way. The Jackal smashed through the labs walls and began his assault on the heroes. He lunged towards Ironman who flew out of the way of the beast's rampage. Captain America lunge forward, slamming his shield into the monster's back. The Jackal quickly recovered and slashed the super soldier across the chest, sending him through a wall in the process. Ironman unleashed a barrage of repulsor fire to slow the Jackal down. The monster stormed forward finally grasping the armored Avenger before slamming him into the ground in the same way that he had done to the Human Torch. "Graaaah!"Ironman finally retaliated by unleashing an energy blade from the top portion of his wrist. He plunged the weapon into the Jackal's neck attempting to behead the behemoth. "Rahhhh!" The Jackal howled as he threw the armored hero through several walls. Mile's Warren grasped his neck to stop the bleeding. His healing factor was being pushed to its limit.

Mile's enhanced hearing detected a whirring noise that was quickly getting louder. He moved just in time to avoid Captain America's shield. The weapon rebounded off the walls before landing back in the hands of its wielder. The super soldier had several scratches, and gashes across his suit and body. "I'm not going down do easily!" A table went slamming through the opening in the wall (caused by Ironman). The armored super hero trudged out of the hole, badly damaged (armor wrenched and sparking). "This armor doesn't come cheap, asshole! I'm gonna get my money's worth beating you to a pulp!" The Jackal snarled at the reappearance of the two Ultimates, but he was more enraged at the fact that he now smelled several new scents flooding the hallway outside the room. Several figures burst into the room. Reed Richards looked at the Jackal in shock, but that shock quickly turned to rage as his eyes roamed over his team, his family. He gazed at his soon to be brother-in-law, and his best friend, but when his eyes fell upon his fiancé's beaten form any shred of self restraint evaporated like steam. "You bastaaaarddd!" Reed stretched to a humongous from covering a third of the labs size swinging his enlarged arms while rapping himself around the monster's body. He unleashed a full flurry of punches each one stronger than the last. The Jackal was stunned by the onslaught from the normally restrained Mr. Fantastic. Said hero began to constrict around the neck and torso of the enlarged monster. "Lets see how well you breathe when there's enough pressure to crush an elephant!" The elastic hero continued to constrict his body; he could hear the Jackals bones beginning to snap. "I will not be stopped by such …insolent fools!" The Jackal miraculously ripped himself free of the full-body strangle hold Mr. Fantastic had held him in. He grabbed onto the elongated hero and hurled him into a stone column. The other heroes leapt into action. Widow and Hawkeye began to pepper the Jackal with bullets and arrows. The Jackal barreled through the assembled group and into the hallway, his form converting from the giant bipedal form to a large green jackal/wolf creature. He bolted down the hallway attempting to flee.

"I'll go after him!" Ironman took off in pursuit of the fleeing monster. "Hawkeye, Widow lets move!" Captain America readied his team to pursue but was stopped by a recovering Reed. "We need to stop his plan!" "What would that be?" Cap asked. "He's planning on using the genetic atomizer to convert everyone in the city into crossbreeds. He had us analyze his experiments to create a cure. Now that the info needed for genetic engineering is encoded into the atomizer he'll use it as a bomb. Anyone caught in the energy field it releases will be mutated into crossbreeds." Cap looked horrified at the idea. "How do we disarm it?!" "We can't disarm it. Instead, I think we might be able to utilize the cure in the machines blast, if encoded we can reverse the machine's intended effects." "So we turn every crossbreed in the city human again. Then where is the cure?" A now conscious Sue answered Hawkeye's question. "It's with the Jackal…" She was still badly bleeding and Reed rushed to her aid to help stop the bleeding. "Lets get going then, Octavius is down, and we can probably assume Spiderman has the Lizard busy." Widow's speculation seemed pretty dead on. "Reed stay here with your team and prep the machine for your plan." The scientist nodded his head in agreement as he supported his fiancé. "Avengers move out!"

…

**Baxter Building**

The Jackal ran through the hallways of the building, heading towards its roof. His plan was going smoothly despite losing both Ovtavius and the symbiote. Now all he had to do was bide his time and wait for his device to detonate. Then he could subjugate the entire populace of New York under his control. 'Those fools can't stop me without the cure.' He raised his hand and opened his hand to reveal a glowing vile of blue liquid. 'Let's see if they can stop me without this!' he exited the hallway onto the building roof, an empty area for helicopters and aerial vehicles. He began his transformation back into his hybrid form and stomped towards the buildings edge. He looked at the cure one last time before he chucked the object off the roof. He began to walk away from the edge, but stopped when he heard a 'thwip' sound. He turned around, and his expression turned from calm and confident, to enraged and horrified. Across the roof sat Spiderman, casually tossing the cure up in the air before catching it. "Well this looks pretty important. So how you doing Miles?" His sarcastic tone only served to irritate the Jackal even more. "You are too late! In just a few minutes this city will be mine! My life's work will finally be realized! That fool parker stole everything from me! And now he will know that I was a million times better than he was!" This little rant sparked some in anger that had been boiling inside him for quite some time. "What do the Parkers have to do with all this?" "Not the Parkers! Richard, he stole my work, decided that it was dangerous and absurd! I was trying to help humanity! Beings like you and me are the true inheritors of the Earth, not the stagnant worms that we surround ourselves with!" Peter couldn't believe what he was hearing. This guy had gone off the deep end because of a dispute with his dad. "You are fucking insane! You caused all of this" Spiderman gestured to the ruined landscape of what was once New York City, "for a fucking argument over a science project! You are a complete lunatic. Humanity is not weak. Look at what we done to your monsters! Look at you! Your tired beaten and about to lose! You've lost! Humans win!" This declaration only enraged Miles more. "You insolent little runt!" "Hey I'm sensitive about my height!" Before either could make a move a red and gold figure burst onto the roof. "Miss me asshole?" Miles snarled at the new arrival, Peter however was more than appreciative of Ironman's arrival. "Shell-head! Catch!" Peter then threw the vile of cure at the armored Ultimate. Seeing the object Ironman caught it in his left hand. "Get that to Richards! Me and my scaly friend have a score to settle with this freak!" Ironman decided to trust the hero as he flew off down the building to deliver the cure to Richards.

The Jackal attempted to pursue, but was met with a powerful drop kick by the black and red clad hero. The Jackal stumbled back several feet before he regained his footing. Miles once again attempted to lunge forward but was hit by several shots of impact webbing. The concrete-gum like material held the Jackal at bay for several moments. Spiderman fired a normal web-line that stuck to the Jackal's maw; he then delivered what could be a lethal amount of bioelectricity into his webbing. The electric jolt coursed through Mile's body causing him to spasm, but the madman stayed conscious throughout the whole ordeal. Mile's miraculously ripped through the impact webbing and stormed towards the shocked wall-crawler. Peter prepared to doge but a loud crushing noise distracted him. Before Miles could reach Spiderman a large green blur slammed into his side. Miles was tackled to the ground and then thrown across the roof by his assailant. He looked up to see his very own creation, the Lizard. "Connors? What are you doing kill him!" The enraged reptile growled at the Jackals command. "I'm not your pet anymore!" the enraged beast lunged towards its former master intent on disemboweling him. "You traitor!" Miles roared as he met his crossbreed counter part in a fierce clash. "You threatened my family! You defiled my mind! You turned me into one of your abominations!" Connors slashed and clawed at miles, biting and punching him with all the force his reptilian foe could muster. The Jackal however was fairing rather well. "I gave you a new body! One free of age and deformity! Yet you choose to be human! You choose to be weak!" The Jackal slammed into the Lizard offsetting the creature's balance; this gave Miles the opportunity to deliver a powerful slash into the Lizards stomach, followed by a powerful kick. The Lizard was sent sprawling on the ground. 

Before the Jackal could deliver a killing blow, Spiderman planted a firm dual kick into the beast's face. "Raaahhhhh!" The jackal tried to swipe at the nimble hero, but he couldn't hit him. "Stand still you annoying insect!" "For the last time! Spiders!" Spiderman delivered a powerful blow to Mile's jaw (a snapping noise was heard at the impact), "Are!" he followed up with a slash if his claws (cutting into the Jackal's hide), "Arachnids!" He finished his barrage with a powerful knee to the jaw. Whatever bones were still intact in the Jackal's jaw shattered as Spiderman drove his knee into the monster's lower skull. "Uuurrrghhh!" the Jackal spewed blood from his mouth as he fell on his back. Spiderman stood over his foe, claws still unsheathed. "You're done!" Peter turned his head to see the form of the Lizard bleeding. "Connors!" Spiderman rushed to the scientist's aid. "Hey stay with me man…" Peter looked down at the monster's wounds. They were nothing serious about them, but there were still several bruised areas and bleeding cuts. 'I guess overloading the crossbreeds healing factor can cause some lasting damage.' Peter's thoughts were interrupted when he heard a scraping noise emanating from behind him. Spiderman world around to see the bloody form of the Jackal slowly rising from the ground. His body was cut and bleeding, it was a miracle on how his healing factor hadn't given in by this point. "You…ruined everything!" the Jackal began to stumble forward readying its claws. He lunged forward to attack, but was met with four red mechanical claws that stabbed through his stomach, shoulder and upper back. Spider man drove his fists forward sending venom-shocks throughout his body, further damaging the half dead Jackal. Miles finally stopped struggling and Peter threw the nearly dead scientist onto the rooftop. But the Jackal began to stand yet again. 'You've got to be kidding me!' Peter thought. Before the Jackal could make another move a flying shield sliced through the beast's right arm, severing it from his body. Miles howled in pain as his armed fell to the ground, useless. He was then met by several arrows piercing his chest and left eye. He collapsed on his knees as his form began to regress to that of a human's. Miles Warren sat on the ground, bloody, beaten and defeated. Peter saw Captain America and Hawkeye slowly approaching the scene. Peter fired a web-line and snagged the hero's shield before yanking it back to him. He looked over the broken form of the doctor that had once been the friend to his parents, and the brother to his teacher. "Its over Miles. We have the cure, your army is beaten, Octavius is down, Connors is against you, and your body is broken. Face it you fucking lunatic, you lost, humanity one." Miles remained motionless as he continued to sit on the ground. Spiderman waked forward and kneeled down in front of him, "Jackal! …Warren…" The man continued to look down on the ground before muttering something. Peter leaned in closer to listen. "I did it…I proved Richard wrong…it …was …amazing…" Peter rose from his position; he then turned and walked toward the group of heroes that stood before him. "What did he say?" Cap asked him, eyes still fixed on Miles. "He's crazy…" "Well we can't let him go." Hawkeye said. Spiderman turned to look at him, realizing what he had meant. "Do it." Spiderman then walked towards the Lizard to check on his condition. "Do it quickly Clint!" Cap said as he walked away to speak through his communicator. Spiderman kept his eyes to the ground not wanting to see the scene that was about to occur. As much as he knew this was wrong, he couldn't in good conscious let Miles live, not after what he had done.

Hawkeye stood firm as he readied his bow and notched an arrow into place. "See ya mother-fucker!" he then released the drawstring and let the arrow soar. The arrow impaled itself through the skull of the deranged scientist. "Three…two…one…Bang!" as soon as the words left his mouth, the Jackal's skull exploded. Blood and brains splattered onto the rooftop. Peter stood up from his position next to a recovering Connors. "So what's the plan for the crossbreeds?" Captain America looked at him before speaking. "Reed says and I quote 'Look, smile, and wait for the flash'." "The hell does that m-" Peter's question was cut short when the Baxter building began to shake and a massive blast wave emanated from the building. A blinding flash of light that swept over the entire city of New York quickly followed the shockwave. Peter looked away and covered his eyes trying to recover from the blinding light, even his reflective lenses barely helped to shield his eyes from the light. When the blinding flash suddenly subsided, Peter looked down to see the Lizard shedding his skin. It took a moment for Spiderman to realize what had happened. "Richards distributed the cure through that flash didn't he?" Hawkeye walked over to the masked teenager before answering. "Yeah, don't know the science and don't care. It worked." Peter looked back down at the now human Connors and smiled. He looked out around the city, as he did so his smile dropped. The city was damaged, hundreds had probably been killed, thousands traumatized. "You did your best son." At these words Peter looked at Captain America. "You did what you could, we all did. We can't save everyone, no matter how hard you try." Peter's thoughts flashed to uncle Ben and then to Mac. "Your right on that. But we still might need to help with tis mess." Spiderman gestured to the ruined city. "I think we might be getting some help with that." Hawk eye pointed to a group of incoming choppers, each one having a SHIELD emblem on them. Peter smiled, 'Guess were not on our own afterwards.'

**Phew! This was a long one but I hope you all enjoy it. I will be starting my avengers and X-men stories soon. This story is not even close to being done, but you will see more characters and more villains. **


	26. Chapter 26: Birth of Sin

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 26**

**Birth of sin**

**New York City, 1 Month Later**

Spiderman swung through the city of New York, leaping and vaulting into the air. A month had passed since the Crossbreed invasion of New York. Things had gotten back to normal, or as close to normal as Peter's life had been previously. After Reed Richard's genetic wave all the infected had been returned to their human forms. All except the originals, Vermin, and Scorpion. According to the Invisible Woman Vermin had never been human. Its DNA was originally one of the experimental rodents from Oscorp's genetics lab; Miles had apparently spliced the DNA of the rodent with a human's as part of his experiments. Mac, however, was still trapped as a near mindless monster. SHIELD had taken both Vermin and The Scorpion into their custody. From What Captain America had told him, they would be incarcerated in the Triskelion. Needless to say peter was not happy about Mac's position, but he knew there no other options short of killing Scorpion. Connor's had been taken by SHIELD as well, but Jessica had assured a concerned Peter that the arrangement was not permanent.

Spiderman swung onto a nearby building and clung to its surface. He then began to crawl up the towering structure to overlook his recovering city. He could still remember when SHIELD finally arrived to aid in the repairs of New York. The city was still recovering, but most of it was like nothing had ever happened. Peter still remembered when the Director of SHIELD had spoken to him.

…**...**

**Baxter Building, One Month Earlier**

Spiderman and the gathered heroes had been repairing the destroyed area around the city. Spiderman himself had been assigned to aid the Fantastic Four with repairing part of the Baxter Building. Spiderman lifted a large piece of rubble off of a pile of machines. "Man, Dr. Richards how much tech do you just leave lying around in the building?" Reed Richards stretched himself over the area and examined the pile of broken equipment. After a moment, in which Reed scanned the rubble with a portable scanner, he decided to answer Peter's question. "Well as you know the Baxter Building isn't just our home but a think-tank for many gifted individuals of all ages. Normally the students would be conducting their research and experiments now. But due to the attack on the building we had them evacuated. After repairs are done they can return." Peter thought this over before answering. "So they had to up and leave all their stuff? That kinda sucks." The Thing walked over to the two individuals carrying a large pipe. He dropped the piece of debris in an ever-growing pile of rubble. "Yeah well they can salvage pretty much anything with the brains they're carrying around in their skulls, so it shouldn't be a problem." Spiderman took another look around the building before he saw a black man wearing a long trench coat approach the heroes. Ben and Reed followed Spiderman's line of sight. Reed was the first to speak. "Director Fury, what an unexpected visit." Fury continued on his path until he stopped in front of Peter. "Its good to meet you after a while Mr. Parker." Peter stepped back in shock, unsheathing his claws as he did so. "How did y-" "I'm Nick Fury director of SHIELD." Spiderman looked at the man in surprise. 'This guy is the dude Jess wants me to work with!? Man I do not like the vibe he gives off!' Fury simply smiled at the young vigilante's reaction. He then turned to look at Reed and Ben, "I know I really have no right to ask this, but do you mind if I could speak to Spiderman alone?" Mr. Fantastic and the Thing looked over to the young hero, seeking his permission. Peter nodded in response. "Fine, but so long as you're here you could get some of your agents to help in the repair efforts." Fury smiled at Reeds suggestion, knowing it was more or less and ultimatum before the FF decided to kick the Spy out of their building. "I already assigned the clean up crew to help. They might need some oversight on what not mess with though." Richards nodded at this before he and Ben walked off, leaving Fury alone with Peter.

"Jessica has told me a lot about you Peter." Spiderman retracted his claws, but he still remained on guard. "Yeah and the same to you, Jess really seems to admire you." "Can't say that I'm the best role model for her, but I like to think she turned out okay." Peter looked over the damaged area they stood in before he spoke. "Did you help her when SHIELD found her?" Fury looked at Peter before smiling. "She was a keeper according to what Widow told me." Peter looked a little surprised at this statement. "Romanoff was the one who found your sister, I helped to keep her clear with SHIELD, our organization isn't very friendly with Hydra, even with former members." "I guess I should thank you for keeping her semi-safe." Peter said rather reluctantly. Fury smirked in response. "I couldn't let my top agent's daughter be kept in Hydra's hands." Peter looked even more shocked at this comment. "My mom was your top agent!?" "Guess Jess left that part out from your little catch-up sessions." "She told me mom was SHIELD, but never that high up." Fury gave a small laugh. "Well she'd be proud of you, your father to." Peter looked at Fury before giving a response. "So are you trying to sell me a pitch to join SHIELD? I doubt this was just a social call." Fury nodded at the young man's guess. "Technically you don't have to decide until your eighteen. But knowing ahead of time might work for your benefit." Peter looked at the man before speaking again. "I told Jess when it's time I'll decide. Thanks for the help, but I can't decide just yet." Spiderman then walked past Fury to rejoin the clean up effort. Fury gave another smirk as the young hero walked off. "Kid is just like his mom."

…

**Present**

Peter took a deep breath, as he over looked the city. "Man…it's good to kick back and enjoy the view. He sat overlooking his city before his communicator went off. "Sup?" "Hey Pete, MJ here." Peter stood up on the ledge he had been using as a seat. "What's up? Do we have a robbery? Mugging? Car chase?" "No!" Gwen's shout cut off Peter's line of questioning. "We are heading home for the night. There are only so many excuses we can use before our families get suspicious." "Alright, be safe. I should be able to handle the rest of patrol by myself. Thanks for the heads up." "No prob!" The line then ended as Peter again sat down on the ledge. 'Man if only days could be mellow like this everyday.' Peter decided his break had lasted long enough as he dived off the building and plummeted face first towards the street below. He fired off a web-line before swinging through the streets and up into the air.

After the events of the citywide attack Peter had been working over-time with the FF and several avengers to help the city clean up. Unfortunately Spiderman's heroics had been overshadowed by the appearance of the FF and the Ultimates. Normally peter wouldn't have cared, but in this case it meant that the NYPD still had an arrest warrant out for him, although their attempts at catching him seemed to be half-hearted at best. Peter had a feeling they would only really give it a shot if he blatantly committed a crime. To his immense relief though, the SCU had been disbanded. Apparently Rumlow had killed the mayor, and his men had been arrested. Rumlow himself was still missing. This unsettled Peter of all people the most. That psychopath was nearly as strong as he was, how he'd survived his wounds were a mystery, but Peter swore he would end him the next time they met.

Spiderman had to admit that the Daily Bugle seemed to be bolstering the Ultimates and the FF more since the assault on New York. This apparently didn't stop the chief editor from ripping Spiderman a new one. Peter did his best to ignore them, especially since he found a way to get extra cash by sending in photos of Spiderman. His job at Oscorp had been stable, but extra cash never hurt anyone, at least not for average income families. He had also gotten some new equipment, courtesy of the FF. These consisted of a new holo-map he installed on his web-shooters. Now he could sync up to his warehouse's computer system to access info whenever Gwen or MJ weren't available. He had also been registered as a meta-human by SHIELD. Fury told him it was standard procedure for potential new allies. It had taken some convincing from both hi sister and Cap, but he finally relented. Fury might've given off a suspicious vibe, but Peter trusted his sister and Cap's judgment. He seriously doubted if the WWII vet was capable of lying. Fury had also given him a homing pin to be used in emergencies. Being the science geek that he was, Peter had tampered with it so that it only went off when he activated it, as opposed to all the time. As of currently, Spiderman perched himself on top of a New York skyscraper that overlooked about 30% of the city. His wrist monitor began to beep rapidly. 'Cool! Looks like we got a robbery!' Spiderman leapt from his perch and descended to the streets below.

The robbery was occurring at the Museum of Art, a place that house countless amounts of exotic sculpture and paintings. Spiderman landed on the roof of the building as loud crashing noises emanated from the building, followed by several gunshots. Spiderman dashed in through the building's vents, he crawled through the vents before dropping onto a balcony that overlooked a good portion of the museum's exhibits. He saw several guards being trounced by a massive man wearing a yellow and gold suit of bladed armor. The man effortlessly threw one of the guards into his companions. Spiderman decided enough was enough. He leapt from his perch and tackled the armored criminal to the ground. Peter back flipped from his position on the floor and landed up right, before he assumed a casual position of leaning against one of the museum's cases. "So…what do you call yourself? Blade-man? The Blade Master? Ooh! Ooh! I know…the shredder!" The armored giant lifted himself off the ground before charging forward, swinging his bladed fist into the case. Spiderman easily dodged the blow, vaulting over the goliath before using his left leg to deliver a powerful sweep kick to the man's knee forcing him to the ground. "Dude! You really aren't a professional!" Suddenly Peter's spider-sense flared allowing him to barely dodge a set of flying daggers that the man had unleashed from his suit's left shoulder. "The name's Gladiator! And these artworks are going to make me rich!" Spiderman unsheathed his claws before charging forward. The villain known as Gladiator rushed to meet his agile adversary. The large brute struck with his left wrist, the blades on his gauntlets began to rotate like buzz saws. Spiderman barely dodged the man's attack, getting a small cut on the side of his arm as he moved over the attack. Spiderman landed on his feet and unleashed a net of webbing to ensnare his target. The blades on Gladiator's armor began to buzz as they began to slice through Spiderman's webbing. 'Oh crap!' Spiderman rolled to the side, swapping the settings on his web-shooters to fire off impact webbing. 'It may limit firing options, but lets see those blades cut through this!' Spiderman whirled around and fired off a volley of impact webbing at Gladiator. To the giant's credit, he was surprisingly fast. He nimbly dodged a good portion of the shots, although several found their mark on his shoulder and left leg. Despite the webbing's impact, Gladiator rushed forward and used his bladed gauntlets to slice Spiderman apart. Peter had to admit that Gladiator, while not a trained burglar, was more than proficient in a fight. He was handling the young hero rather well, landing several cuts on the web-slinger. Spiderman finally had enough as he delivered several super-powered blows to the man's armor. Gladiator flew into a museum case, shattering the structure.

At that point several cops burst into the room, guns drawn. Gladiator saw this and fired a volley of daggers from his right wrist. Without thinking twice, Spiderman leapt into the path of the projectiles taking several knives to his body. Two blades sank into his stomach, shredding through his suit's Kevlar lining. Peter could feel the cold metal pierce his skin. Despite his injuries, Spiderman whirled around and fired a thin line of webbing that stuck to Gladiator's arm. Spiderman wasted no time in unleashing a massive burst of his Venom blast into the assailant's body. Gladiator began to seize and spasm before he went limp. Spiderman collapsed on his knees gripping his sides. "Spiderman!" Peter turned his head to see several policemen. "Are you okay?" Peter grunted as a response. "I'll live, you might want to take that guy though…" Spiderman nodded his head in the direction of the downed Gladiator. "Right!" two of the cops walked over to the downed man as they began to arrest him. One of the remaining cops looked down at the still wounded hero. "Are you sure you don't need a medic?" Spiderman nodded in response. "Got a healing factor…it'll kick in in about minute or so…" Spiderman then used his web-shooter to create a make shift bandage over his stomach wound. 'Guess you'll have to arrest me another time…right?" The officer nodded before joining his fellow officers in handling the still unconscious Gladiator. Spiderman dashed out of the museum firing a web-line into the air as he swung through the city. He eventually stopped on a rooftop ledge where he once again collapsed. 'Damn! Those knives cut deeper than I thought, I might need some actual first aid before my healing factor kicks in.' Peter began to assess his situation, he couldn't go to Gwen or MJ's houses, that could cause them more problems than they needed. He wouldn't make it to the Baxter building, and he sure as Hell wasn't calling SHIELD. He lifted his right arm to his mouth before speaking a command. "Locate Horizon Labs." The computer on his wrist beeped before displaying his desired location. He was closer to the location than he had previously thought.

He quickly layered another bandage of webbing to last him the trip. He swung through the city heading for his new destination.

…**..**

**Horizon Labs, Genetics Department**

Curt Connors was currently busy reviewing the data his lab assistant had dropped off earlier. He was in no rush, but the nightmares had kept him up. After Reed Richard's genetic wave had washed over the city, Curt's condition had reversed. Unfortunately this had the side affect of removing his newly regenerated right arm. However, Connors was more than grateful for the loss of his crossbreed powers. He had stayed true to his word as he requested punishment for his forced aid in the crossbreed invasion. SHIELD had been rather lenient with him, mostly due to the pleading of Spiderman. Instead of incarcerating him in the Triskelion, SHIELD had him sent to Horizon Labs under a house arrest protocol. The new science company was a private one that SHIELD helped to fund. They agreed to take Connors on as a new researcher. He was provided pay so he could continue to provide for his family, although his chances of seeing them were limited to a few times every month or so. All in all Connor's felt his punishment was justified, even if he had been under mind control. He was worried about Otto however. After the Jackal's defeat, both Dr. Octopus and the symbiote Venom had vanished. Curt could only hope his old friend was safe.

"Dr. Connors…" Curt whirled around in his chair almost falling out of it. The voice that startled him was revealed to belong to his savior, Spiderman. "Spiderman! What are you doing here?" Peter was still half enveloped in the shadows of the darkened lab room. He stepped forward as the doctor's eyes widened in concern. "You've been hit! Gunshots?" Spiderman shook his head. "Knife wounds…got a little careless. Mind giving me a hand?" Curt looked a little put off by this. "I'm not that kind of doctor… you know that…right?" "Yeah I figured…do you know first aid?" The scientist nodded. "That'll be enough…healing factor… will take care of the rest…" Peter was bordering on unconsciousness at this point; he had lost more blood than he had thought. "Alright sit here." Connors cleared a lab table as he brought out a first aid kit.

About five minutes later, Spiderman was almost completely patched up. Connor's had really undersold his medical abilities. Most of Peter's wounds were closing, leaving thick scabs. "Thanks for the patch job Doc." "No need for thanks, this is the least I could do for you after you helped me." Spiderman looked at the doctor before answering. "You helped yourself doc. You were the one who ripped yourself free of Miles' control, you saved your family." Connors looked down at the bloody instruments he had used to aid his vigilante ally. "But you trusted me to help stop Miles. I still haven't repaid you for that." Spiderman stood up balancing himself with the table as a brace. "I'm pretty sure this makes us even. How have you been since the whole Lizard thing?" Connors looked away in shame. "I still have nightmares. What if I turn again? Richards still couldn't determine if the entire crossbreed DNA was eliminated in me or not! I'm…I'm afraid that I still might become that monster again. I might hurt my family if I do." Spiderman finally stood up straight before responding to the troubled scientist. "You'll be fine Doc. Remember, New York can always count on your friendly neighborhood Spiderman!" Connors smiled at the masked hero. Spiderman disappeared in the shadows, leaving the scientist alone.

Connors looked down at the bloody instruments. Spiderman's blood lay before him. A human who had powers that could make himself more than human. Connors took the blood that had collected on the surgical tools before he began to analyze them.

…

**Warehouse, Next Day**

Peter awoke the next morning, groggy and exhausted. His healing factor had luckily kicked in to fix the rest of his cuts and wounds overnight. He now only had slight scars on his torso. "Well good news is I'm not bleeding to death now." He got off the couch he had used as a bed before walking over to his terminal station. Peter had outfitted the warehouse with a large portion of his personal items, including spare clothes. He had basically turned the place into a second home. He looked at the time and realized he had about an hour before school started. "Shit. Better get ready." He mumbled before walking towards his discarded pile of clothes.

…**..**

**Midtown High**

Mary Jane Watson and Gwen Stacy walked through the doors of their classroom and sat at their respective seats. The girls looked towards the seats of their friends, namely Peter, Harry, and Liz. They could pretty much guess where peter was, but Harry and Liz had been missing class a lot lately. Ever since the attack on Oscorp Harry had been absent from both school and the group's social circle. Liz had been absent frequently as well, she claimed she was having stomach cramps but MJ and Gwen knew better than that. Peter seemed to realize this as well but he had kept quiet for his own reasons. Most of the class had filled the room by this point. The girls looked at the seat of their friend to find it still empty. The two girls looked at each other before they turned their attention back to their teacher as she began to call roll.

…

**New York**

Spiderman dodged another volley of rockets as he swung towards another building. He landed on the side of a tall building that over looked the now destroyed street. 'I can't even get to school on time because of this asshole!' Peter looked up at the red and silver figure that floated in the air. The figure was clad in red and silver armor with two glowing eyes on his helmet and flew through the air via the use of four glowing green wings. The villain's helmet looked a lot like an insect's head. "So what do you call yourself!?" The villain remained silent as he leveled his right arm and unleashed another barrage of missiles. Spiderman tossed a web grenade into the air and let it explode. The impact webbing spread threw the air and coated the missiles in the durable webbing. The missiles exploded prematurely, the explosion reduced due to the impact webbing acting as a buffer.

Spiderman swung through the air tackling the armored assassin. About twenty minutes ago Peter had been running to school when the armored assailant suddenly attacked a limo. Peter had wasted no time in getting to work. As he interrupted the attack, Spiderman noticed that inside the limo was Robert Kingsley, an unscrupulous businessman. Peter pretty much figured that the entire event was probably a business assassination.

Peter flipped through the air avoiding the onslaught of laser fire that emanated from the assassin's palm. Spiderman continued to avoid his adversary's attack while returning fire with his web-shooter. "Maybe we can talk this out! How about you don't kill the sleazy business man and I don't beat you up!?" Spiderman's proposal was met by an energy blade stabbing into the building he had just landed on a mere second ago. "Okay so no to that! How about you leave the guy alone and I still beat you up!?" Again his response was met by a brutal attack, this time in the form of missiles. The armored criminal looked around for any sign of his target, but all he saw was normal cars and people fleeing the scene. With its intended target gone, the assailant saw no reason to stay. Spiderman launched himself at the villain but was met with an energy blast that shot him through a building's window. The flying assassin took off into the sky leaving little trace of his existence.

Peter groaned in pain as he lifted himself out of the rubble that had pile on him after he had been thrown threw the building. He saw his foe was no longer around and leapt from the building, headed for the warehouse. 'If I'm late for class I might as well skip the day to look up who that guy was.' Peter arrived at his warehouse and saw a familiar figure lounging on his couch. "Jess, what are you doing here?" said woman raised her head from the magazine she was reading and looked up at her fraternal twin. "Sup, bro! Why aren't you in school?" "Took the day off to catch an assassin in high-tech bug armor, what about you?" Jessica shrugged her shoulders before responding. "No missions today and I was done with training so I thought I'd lounge around here. Did you say armored assassin?" Peter walked over to his computer terminal and began to play the video he had captured using his costumes micro-camera. Jessica got off the couch and looked at the battle on the monitor. "Peter you were lucky that this guy wasn't after your head!" Peter looked up from the screen to look at his sister. "I assume from the concern that he is some kind of big shot right?" Jessica nodded her head. "Try one of the best international terrorist/assassin for hire. Goes by the name the Beetle. His armor rivals Ironman's and he has none of his morality." "Well I guess he doesn't like needless conflicts unless he's getting paid for it. He bailed as soon as Kingsley escaped." Jessica returned her gaze to the battle-taking place on the monitor. "Yeah from what SHIELD has on the guy, the dude does not come cheap. He's pretty good too. Both Natasha and Barton had trouble bringing him in, he then broke out about an hour after his capture." Peter's eyes widened in shock, "You mean to tell me that this guy took on two Ultimates and still got away!? Man lady luck thanks for your aid today!" Jessica nodded at her brother's statement.

"I'll let Fury know the Beetle's in town. In the mean time you can start on some more patrols." Peter nodded his head before he got up from his seat and walked over to his workshop. He reloaded all of his webbing cartridges and web-grenades. After checking his gear he began to walk towards the warehouse door. Before leaving he stopped. "Hey Jess…" His sister looked back at him from the couch she had just planted herself on. "Yeah, What's up?" "Does Fury want us on the Ultimates or for something else?" Jess let a smile creep onto her face. "He's thinking of creating a separate team in case the Ultimates are killed or otherwise indisposed. He's also working on a team for…nah never mind." "Hey don't build up suspense for nothing! Speak woman!" Jessica laughed at her brother's child like behavior. "Don't worry about it. I know you may not trust Fury but trust me, OK?" Peter hesitated a moment before sighing. "Fine, I'll trust you. But in the future…I hope you trust me too." As Peter left the building Jessica mumbled something under her breath. "Already do."

…**..**

**Oscorp**

Norman Osborn stepped into his private elevator as it began to descend towards the underground labs. As the elevator opened up at Norman's desired location a group of scientists looked at him. "Sir we run all the required test both physical and psychological. His physical attributes are off the chart, but he is psychologically unstable…sporadic even. Perhaps…we should maybe remove the serum from him." Norman walked past the scientists as he punched in the correct code to open the sealed door that stood in front of him. "You will not take away my son's new found power. He has finally been given a chance to be more than a privileged brat." The doors opened to reveal a young man with unkempt brown hair. The man wore what looked like prison clothes but with a straight jacket locked around him. Norman approached the teen before sitting down in front of him. "Report." The brown haired teen said nothing, as he stayed seated. Norman sighed before standing over the brown haired teen. He then slapped the boy across the face before speaking again. "I said report!" The teen final raised his head to reveal the disheveled face of Harry Osborn. "I had the dream again…" Harry said as his eyes looked unfocused. "…Everyone was there…Pete, Liz, Flash, You…and even mom…" He stopped speaking for a moment as his breathing began to increase. Norman looked down at his son before speaking. "I'm listening Harry, continue." The young man nodded as he struggled to control his breathing. "There's something else there too…a goblin…scrawny and orange…he had a tattered cape." Harry stopped talking as he began to chuckle rather darkly. "It told me…to kill them! He said it would be so simple…all I'd have to do was split their skulls! Peter is the first I kill! I grab his throat and squeeze it 'til his head bursts! Liz and mom are next…but he tells me to save you for last dad…" Norman continued to look at his son a completely neutral expression rested on his face. Harry continued to speak as his chuckles turned into mad laughter. "He told me to make you suffer… to make everyone scream my name!" Norman finally spoke up as his son continued to laugh like a mad man. "And what is your name? Is it Harry Osborn?" "NO!" The young teen roared in defiance. "MY NAME… MY NAME IS… THE HOBGOBLIN!" He screamed in Norman's face spitting on him as he did so. "I see. So tell me Hobgoblin what are you going to do now that you are locked in here?" Harry again began to laugh, "First I'm going to break out of here…then I'm gonna pay Pete a little visit… and then Liz… and everyone else who knew Harry Osborn! And once I'm done with them…" His laughter began to echo in the small room as he continued his insane rant. "Then…I'll pay you a visit DAD! And I'll kill you too!" he then broke out into unrestrained laughter, his madness reaching a point of no return.

Norman walked out of the room as his son continued to cackle madly. The scientists looked even more concerned than before. "Sir…maybe we should stop him…" "Stop him? Why on Earth would you want to stop him!? He has finally become his own man!" Norman then stormed off down the hallway leaving the confused scientists behind. As he rode his elevator to the top floor he could only think of one thing. 'Kill me Harry!? If you do I'll be truly proud to call you my son! Especially if you do it when I have this at my disposal!' Norman removed a small vile of green liquid from his suit's pocket. 'The Hobgoblin will face off against the true Goblin when the time comes!' Norman then began to chuckle before it broke out into mad laughter, similar to that of his son.

**Another chapter done. Having a bit of writer's block though on my Avengers story. Check it out on my profile and let me know what you think! I've also done some editing on the previous chapters mainly 7, 11, and 12. Read at your own leisure. **


	27. Chapter 27:Carnage

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 27**

**Carnage**

Spiderman punched another thug into a garbage can, watching as the criminal smashed into the metal container. 'And another mugger down thanks to the amazing Spiderman.' Peter looked at his handiwork, as four punks had tried to jump an old couple Spiderman had intervened, beating the group to a pulp as the couple fled in terror.

Spiderman fired web-line as he jumped into the air, swinging through his beloved city. 'Still no sign of the Beetle. I hope jess and SHIELD get a lead soon.' As he swung around his communicator began to ring. ''Hello?" "Peter its captain Stacy." "Stacy!?" Peter was now having an internal panic, until he realized that his communicator had also been linked to his phone so he could multitask. "Sorry sir you startled me for a second. So…Uh…what's up?" There was a pause n the other line before Stacy responded. "May has been a little worried about your side job….y'know photographing Spiderman during his fights." Peter swung through the air and landed on a building's ledge. "Hey I used a wide angled lens to take those photos. I was like eight blocks away from the actual fight!" "You were still near the fight! May is pretty concerned and she's not the only one!" Peter sighed before he sat down on the ledge. "Listen George, things have Oscorp have been a little tense since the whole monster thing. Several people have quit and more have been laid off. I'm just trying to take some financial precautions." Peter could here George sigh on the other side of the line. "Just be careful Peter." "George I'll be fine. Listen how about I get a better camera. One with a longer range, that way I can stay out of the way of danger." Peter then hung up his phone before launching himself in the air heading for his warehouse.

Peter was close to his destination when his phone rang. He stopped his physical activity as he perched on a ledge about a block from his warehouse. He answered the device to hear a voice he was not expecting. "Peter Parker?" The voice was Curt Connors. Peter knew he had to play dumb or risk the man knowing who he actually was. "Um…Yes…May I ask who is speaking?" "This is Curt Connors, but you should already know that Spiderman." Peter froze in shock. "Sir I- I don't…" Meet me at Horizon Labs. I…I have something to show you." Connors then ended the phone call by hanging up. Peter looked up at the sky praying to whoever was listening that this wasn't a trap.

…

**Horizon Labs, 1 Hour Later**

Spiderman crawled through the vents of the scientific facility. So far everything had been smooth sailing, but throughout it all Peter was trying to come up with every possible conclusion on how Connors had deduced his identity. 'He never met me a Peter Parker, so he couldn't have matched our voices. But how…Fuck! My blood from the other night! He must have matched it somehow!' Peter had finally reached his destination. He propped open the vents covering as he dropped into the lab. He quickly scanned the area with his enhanced senses and saw that the only occupants in the room were Spiderman and two scientists, one of which was Connors.

"Sir this is incredible! The DNA can repair any damage! This could help millions!" Connors responded to the scientist with hesitation in his voice "It won't be used on anyone unless he lets us." "And what exactly is it you're working on doc?" The two scientists whirled around at the sound of Spiderman's voice. Connors looked at him in surprise. "Peter you came!" Spiderman stepped off the table he had landed on and unsheathed the talons on his right hand. He raised his hand and pointed said talons at Connors, causing both him and the young scientist with him to back up in fear. "You've got ten seconds to explain everything!" Connors understood what he wanted. "I'm sorry! I didn't know what would happen…I-I-I just was curious about the blood samples left from your injuries so I-" "You matched my DNA to find out who I was! Why!?" Spiderman stepped forward menacingly before grabbing the frightened doctor by the collar. Peter lifted Connors in the air with his left hand while he raised his right. Connors saw the act of aggression and immediately started to talk again. "I didn't try to match the DNA! Please! It was a mistake! I didn't mean to do it! It took shape all on its own!" The young black man who was up against the wall continued the doctor's words. "It's true! We just looked at the DNA's structure but when we tried to isolate some of the genes they took on a completely different type of design!" Peter had finally had it; He dropped Connors on the ground before glaring at the second scientist. "What are you talking about!? What is 'It'!?" The second scientist looked terrified. "Peter please! I can explain fully! I have no right to ask you this but please just calm down!" Spiderman glared at the downed Connors before he finally retracted his talons. Kraven had taught him that anger could be both strength and a weakness. But Peter could see that his anger would only make things harder for him here. He took a deep breath to calm his raging mind.

"Explain! And leave nothing out!" Connors nodded his head as Peter offered his hand so the doctor could rise to his feet. I'm so sorry Peter, I only wanted to examine the blood. Randy here helped me." He gestured towards the African American scientist that stood a few feet away. The scientist offered his hand to the masked vigilante." Randy Robertson." Peter hesitated in shaking his hand. The name sounded familiar, then it hit Peter. Joseph "Robbie" Robertson was the head editor ad the Daily Bugle, and one of the few people there who thought Spiderman was a hero. "Your Robbie's son!" Peter shook Randy's hand as the young scientist smiled. "My dad thinks pretty highly of you Mr. Parker. I used to think my old man was crazy for believing in a vigilante, until said vigilante saved my daughter from one of those monsters." Peter thought back on this and he remembered the young black girl he had saved rom one of the Rhino-monsters outside the café when the attack started. "She was your daughter? But I wasn't in costume how d-" Randy cut him off, "kids can be perceptive. Besides, how else do you explain a man who can take down a man literally fused with a rhino? Your secret's safe with me Spiderman." Peter smiled under his mask. "Continuing forward…" Connors spoke as he drew the group's attention to a large tank in the room. The oversized cylinder was covered in collapsible steel plating, blocking peter's sight. Connors hit a button on the machines console and the steel plates began to retract, revealing what the tank held.

Peter saw a massive amount of sludgy red goo floating in the tank. The mass was barley holding itself together when it began to contract, shifting to a more humanoid form. Peter stepped back appalled by what he now saw, a perfect clone of himself. The mass stayed that way for about ten seconds before breaking down into its red viscous form. "What the Hell is this!?" Peter whirled around to look at the two scientists. Connors was the first to speak "It's you. Your DNA, a perfect clone. But it's not stable its body continues to breakdown at the molecular level." Peter continued to look at the red sludge as it vainly tried to pull itself together. "Why!?" "We didn't mean to make this Spiderman! We tried to isolate some of your DNA and this is what happened." Peter looked at Randy. Connors decided to get to the true point of the visit. "Peter with this we could create cures for virtually every known disease out there! We could heal wounds, cure cancers, we can rebuild the entire human race!" Spiderman looked at the tank in silence. He finally spoke up, eyes never leaving the tank, with anger lacing his voice. "That's what Miles wanted. That's what he tried to do. Connors fell silent at these words. The room was in complete silence for a minute before Connors spoke up again. "I know what Miles wanted. And this will be different." "How!?" Was Spiderman's curt response. "We will do nothing unless you want us to." Peter turned to look at the amputated scientist. "Say the word and we will destroy it. All the data. All the samples. No trace of it will be left if you say so."

Peter remained silent as he looked at the two scientists before returning his gaze to the creature that had been born from his DNA. He could help so many with his DNA, but for every good reason Peter could fabricate, there was always the possibility that someone would weaponize it. He finally came to his conclusion when he spoke up. "Destroy it. Destroy everything." Connors walked over to the tank that held Peter's DNA. "Are you sure?" the doctor asked as his fingers rested over the console's keypad. Peter took one last look at his clone before he spoke. "Yes." Connors hit a series of buttons on the console before the machine began to releases a thin green fluid into the tank. "That chemical will cause the cells to destroy themselves, nothing will be left." Randy said as he began to delete all the data they had saved. Peter watched as his clone began to deteriorate into the red sludge.

"That's odd." Peter turned to look at Connors as the doctor stood in front of the tank's monitor. "What's odd?" Peter asked. The doctor looked at the monitor, then the tank, then back to the monitor. "The clone's genetic code isn't unraveling it's reshaping itself!" Peter looked up at the tank and saw the sludge had assumed a semi-human form, complete with two glowing yellow eyes. The creature slammed its hand into the tanks glass. Spiderman whirled around to the two stunned scientists. "Get out of here n-" his words were cut short as the sludge broke through the glass and fell upon the wall-crawler. "Spiderman!" Randy shouted out.

The red sludge had part of its body wrapped around the hero's body. Spiderman was currently using all his strength to remove the creature from his body, but he only succeeded in angering the creature. The monstrous creation's arms morphed into two sharp spikes, which imbedded them selves in Peter's wrists. "Graaaghh!" Peter cried out in pain as the creature began to drain several fluids from the teen's body. Acting fast Randy grabbed a piece of equipment, a portable welding torch. Seeing Randy's actions Connors grabbed a vile of flammable liquid and chucked it at the viscous creature. The vile smashed against the creatures form and randy powered up the welding torch to full blast. The flames of the portable troch burst forward coating the creature in fire; with the help of the previous chemicals the creature was now fully engulfed in flames.

The monster screamed in pain as it let go of Peter allowing the hero to drop to the ground. The monster continued to howl in pain as it thrashed about the room. It finally broke through the lab room's door and burst into the hallway before it fled through the building's hallway.

"Peter!? Are you okay!?" Connors and Randy help to lift the young hero on his feet as they helped him balance. "I…have to…stop it…" "Peter your in no condition to go after that monster! It already drained a good chunk o your bodily fluids!" Peter ignored Connors's warning as he stumbled forward. "Get me…some adrenaline and I can move again…" Randy looked at Connors who nodded. Randy rushed to a medical cabinet where he grabbed three epi-pins of adrenaline. He rushed back to the down hero before prepping the shots. "This should give your healing factor a boost!" Spiderman took the shots before injecting all three into his body. Immediately he felt a surge of energy rip through him like a tidal wave. Peter bolted forward dashing out of the room in hot pursuit of the creature.

Randy ad Connors were left stunned at his recovery, even after the adrenaline shots, moving that way was nearly impossible with the amount of fluids that the monster had stolen. "Sir what should we do!?" Connors stayed silent for a moment before he came to a decision. "We'll call the police and tell them what happened. Hopefully they will be able to help stop this thing with Spiderman." The doctor then headed towards the lab's phone.

…

**New York City**

A young couple was walking through the streets after a night on the town. The two continued to laugh as they playfully eased each other. As they passed by an alley, they heard a loud banging noise. The two people stopped to look in the alleyway for the source of the noise. "Jake what was that?" "I don't know…maybe a homeless guy?" Their answer came as a small figure crouched behind one of the garbage cans. "I think it's a kid Jake…Hey buddy we're not going to hurt you." The small figure slowly raised its head as it stepped out from its position. The couple stepped back in horror as they saw the vague human form of the red mass. Its glowing eyes locked onto the couple as it pounced on them draining the fluids until their bodies were husks. The creature's body began to grow until it was 6 feet tall. Its arms grew out as well, ending in razor sharp claws. The monster's face and head grew and morphed until it was humanoid in shape. The creature's jaw opened as its teeth glistened in the dim streetlights. The monster let out a blood-curdling shriek before it bounded off into the city.

…

**Warehouse**

Gwen Stacy was currently working on updating the warehouse's software. She had been tutoring MJ on how to do it while she received some hardware lessons from MJ as well, part of their mutual benefit deal. She was busy writing up a new program before a loud banging noise emanated from the warehouse's doors. She whirled around to see claw marks being mad in the door, slowly getting bigger. Gwen slowly backed out of her chair and towards the warehouse's back door. The door was finally ripped off its hinges as it collapsed to the ground. 'I'm having the worst case of Déjà vu right now!' Gwen privately thought. Gwen didn't stick around to see what came through the door as she bolted out the back. She dialed her phone praying to god that Peter would answer. Thankfully he did. "Gwen now is really not the time!" "Well make time! I'm being chased by some freaky monster that just attacked the warehouse!" "What!? Did you see what it looked like!?" Gwen was a bit surprised at Peter's concern, did that mean he had known about the monster before. "I didn't get a chance to see it. I'm heading into a crowded area so I'll have to make a detour to move it away from people!" "No! Head towards a crowd! This thing is after individual people so putting it in a crowded area will confuse it! Where are you headed!?" "I'm near Grant Street!" "I'm on my way but once you see me coming you book it out of there!" The phone call then ended as Gwen approached the now crowded street. She turned around and saw no sign of the monster. She looked at the crowd and noticed a news crew was stationed in the street with several cops around too.

Gwen remembered that some type of music parade was going to be held here later tonight. 'Maybe this wasn't a good idea.' Gwen's thoughts were interrupted by someone calling her name. She turned to see her father approaching. "Gwen what are you doing here?" Before Gwen could respond to her father's statement, screams of terror echoed through the street. Gwen whirled around and saw a human sized monster made of what looked like red goo perched on top of a police cruiser. The monster looked over its large choice of prey trying to decide what it could eat first. Its thoughts were interrupted by several bullets hitting its body. The beast whirled around to see several cops opening fire on the beast.

Captain George Stacy looked to his daughter in fear. "Gwen run now!" Gwen looked at her father and then at the monster before starting to run from the scene. George turned back around in time to see several police getting swatted to the sides of the street by the monster's tentacles. Before the beast could devour one of his men, Captain Stacy opened fire on the beast unloading his ammo clip, before sliding another into his gun to continue his assault. The monster was starting to become more aggressive as the bullets pierced the monster's skin. Carnage roared in pain as it struck forward taking the policeman by surprise. George hit the ground hard, his firearm bouncing far out of his reach. Carnage loomed over the captain as it readied its spike to drain the life out of the man.

Before it could deliver a killing blow a masked vigilante wearing red and black struck it. Spiderman landed on the street as Carnage was sent flying into a car. The news crews were filming everything broadcasting live citywide.

…**..**

**Baxter Building**

Johnny Storm was officially bored out of his skull. His teammates all had plans tonight so he was all-alone in the Baxter Building, minus the students of course. Sue and Reed had gone out on a date and Ben was visiting Felicia. Johnny flipped on the TV while contemplating the idea of calling up an old girlfriend to spend the night with. His thoughts were sidetracked when he saw the news broad cast.

"Spiderman is currently fighting an unknown monster hear on Grant Street! The police have dispatched numerous swat vehicles to apprehend this monster however their progress has been slowed due to the traffic for the music parade! This monster looks like its actually beating Spiderman an- oh my god!" The newswoman's words were cut off as Spiderman was sent crashing through several cars. Johnny had seen enough as he bolted from the couch and leapt out one of the rooms opened windows. "Flame on!" his skin burst into flames as he rocketed towards the scene of the battle.

…**..**

**Triskelion**

Nick Fury stood over the bridge of the Trsiskelion's command center, overlooking the various agents and analysts busy at work. One of the analysts ran towards Fury, a look of pure fear in her eyes. "Sir we have an emergency Post-human threat!" "Deep breaths kid, tell me what it is." The young woman took a deep breath before speaking. "Sir, it's a situation involving Spiderman!" At these words Fury's eyes widened slightly. "Get a team prepped!"

…**.**

**Grant Street **

Spiderman was really at the end of his rope. The adrenaline he had earlier had worn out as he fought Carnage head on. Even the use of his mechanical arms (which had been torn off by the monster) had barely tilted the odds. Peter was still feeling the after affects of Carnage's earlier assault. Now he was half beaten trying to avoid another tentacle swipe, which tore through a car. Peter fired off several shots of impact webbing, but each shot was sliced in half by carnages newly formed blade arms. Spiderman unleashed a thick net of webbing while keeping it connected to his web-shooters. As the net slammed onto Carnage, Peter unleashed as much bioelectricity as he could muster into the web-line hitting Carnage with the strongest venom blast he Spiderman had ever used. The surge of electricity surged through the monster as it began to spasm and shriek in pain.

Much to Peter's horror Carnage began to tear through the webbing, overpowering the surge of electricity as the monster stepped forward. Peter ceased his electrical attack as he released his talons. 'What's it gonna take to bring this thing down!?' Carnage leapt forward tackling the wall crawler to the ground. The two grappled with each other but it was clear that Carnage was stronger the creature slammed the young teen into the ground creating a small crater. The beast was now strangling the young hero with one hand while its left hand twisted into the same spike it had used to drain its victims dry. The monster developed a wicked tooth grin as it readied its primary weapon.

Suddenly Carnage's body was riddled with bullets. The monster stopped its deathblow to look at the figure holding the smoking gun. About twenty feet away stood Gwen Stacy, holding her father's handgun. Peter and George looked in shock and horror at what this meant. Carnage wasted no time in leaping off the downed hero, kicking him further into the crater as it jumped, and landed in front of the now terrified blonde. Before Gwen could pull the trigger of her gun, Carnage pierced her stomach with a spiked arm. Peter and George stood in shocked horror. Time seemed to slow to a crawl as peter saw one of his best friends being stabbed through the stomach. Gwen looked down at her wound. A gaping hole was now in place of her stomach. Gwen was hoisted into the air by the monster's spike. Carnage grinned at the prospect of a new meal. However, this smile didn't last long as a red clad first smashed into the monster's face.

Carnage was sent hurtling threw the air as it smashed into another car. Spiderman caught Gwen as she fell to the ground. Captain Stacy ran towards his daughter tears falling from his eyes. "Gwen!" Peter could only stare at his friend as she laid in his arms. George rushed to his daughter as she lay dying in Spiderman's arm. "Gwen no!" Spiderman gingerly lowered the girl into her father's arms. Peter could only remain silent as his rage boiled to a breaking point. Spiderman rose from the ground as e turned to face the recovering form of Carnage. "I am going to rip! YOU! APART!" Spiderman launched forward stabbing the monster with his talons before ripping them free. Carnage wailed in pain as its flailed wildly. Spiderman leapt out of the path of the monster's attack. The tentacles slammed into the street and any cars that had been parked in the street.

Spiderman fired off a slew of webbing as he vaulted over Carnage's assault. The webbing slammed into the red monster pinning him to a car. The monster easily began to tear through the webbing with its immense strength. Spiderman wasted no time in striking the creature, as it remained partially immobilized. He used every ounce of rage to fuel his assault. His talons tore through the fleshy substance that made up Carnage's body. Peter unleashed a flurry of punches and kicks followed by swipes from his clawed hands. With each blow that connected, Spiderman unleashed massive bursts of venom blasts into Carnage's body. The monster wailed in pain as it struggled to hold it own against the enraged super-hero. For very blade swipe Carnage attempted Peter would counter with even more ferocity.

Carnage had finally had enough of the brutal onslaught as it unleashed a massive horde of tendrils that pieced through everything they it. Unfortunately, one of the tendrils had struck through Peter's arm, ending his mad assault. Spiderman was sent hurtling through the air before he smashed into a van. Carnage pushed its advantage as it slammed into the injured hero, readying its claws for another killing blow.

A blast of fire slammed into Carnage causing the monster to scream in anguish. The beast fell off its perch over the young hero as it desperately tried to extinguish the flames that seared its body. Peter looked up at the sky as his savior descended to street level. The Human Torch offered his non-lit hand to help the young man up. Peter gladly took the hand as he was brought to his feet. "What are y-" "Saw the news, thought you could use some help!" Peter nodded hi head as he glared at Carnage. Torch followed his stare. Johnny then looked at the wounded blonde lying in Captain Stacy's arms before it hit him. "You knew that girl…" Spiderman nodded his head before unsheathing his talons. "He's DEAD!" Spiderman bolted forward ignoring the pain in his body. He leapt in the air before descending on the injured Carnage. The monster was tackled to the ground before it was thrown into the street. Torch followed his ally's lead as he unleashed a volley of fireballs at the monster. Carnage dodged by leaping onto the sides of several buildings. Torch attempted to follow but he was having more trouble as Carnage was flailing his tendrils around wildly.

As Peter laid on the street, still nursing his wounded arm, he assessed the situation. 'This thing is too damn fast1 Webbing wont slow it down so how sh-, That's it!' Spiderman leapt in to action as he called out to Johnny. "Torch! The second I stop that things movement light it up even if I'm in the way!" The Human Torch stopped his attacks and looked down at his friend. "What!?" "Just do it!" Peter wasted no time as he fired a web-line at Carnage. The monster evaded the assault but this opened itself to an attack by Johnny. The monster jumped to avoid the incoming fireballs, but it was met by a powerful punch to the jaw. Spiderman grabbed the monster as it thrashed in his grip. The monster used this opportunity to try and finish what it had started at the lab. The monster's arms morphed into its signature spikes at it stabbed the hero's arms. Spiderman gritted his teeth to stop the cry of pain that would have emitted from him. Taking advantage of Carnage's assault, Peter grabbed the monster's body. "Torch! Light it up!" Johnny hesitated for a brief moment before acting. "Fine you suicidal idiot!" Johnny then unleashed a torrent of flames at the two.

The flames poured over the two super-beings as they grappled with each other. Peter could feel his protective suit as it was seared to ashes. Even through the inferno he could see Carnage was worse than he was. After thinking over what had happened at the lab and when Johnny had initially attacked Carnage, Spiderman had realized the creature couldn't stand fire. Carnage wailed in pain as it body was encased in the torrent of flames. Torch finally began to throttle the flames. Spiderman took advantage of this and forced carnage to take the blunt of the inferno. The monster was fully engulfed in the remainder of the flames as it finally succumbed to the assault.

The flames finally died down as Carnage was reduced to ash. Torch descended from the air and landed next to the wounded Spiderman. As he did several helicopters approached the scene. The two super heroes looked up to see they belonged to SHIELD several troops descended to the ground as they aimed their weapons at what remained of Carnage. Nick Fury descended from the chopper and approached the two heroes. He looked over Spiderman and then to the Captain Stacy as he cradled his dead daughter in his arms. Fury motioned for a team of paramedics to rush over to the girl. He then turned his gaze back to the wounded teen in front of him. He knelt down in front of Peter ignoring Torch's glare. "Peter…are you o-" Before he could finish his sentence, Spiderman grabbed Fury by the neck and hoisted him up. All-of-the SHIELD agent aimed their weapons at the wounded teenager; Johnny also readied himself to defend Spiderman if he had to.

"Where were you!? Huh!? I thought SHIELD was supposed to protect people! So where were you guts when Gwen got killed!?" Peter began to squeeze tighter, crushing Fury's windpipe. "We didn't know! I'm sorry Peter…" Peter didn't release his grip as his one visible eye (Due to his mask being burned) showed nothing but rage. "Yeah right! You're sorry because I'm might not join SHIELD!" Fury looked at the young man tormented by loss. "I mean it kid…I know how it feels…" Peter glared at the man, however this rage faded as he looked into Fury's eyes. Instead of the cold and distance eyes he saw at the Baxter building, he saw they were full of sympathy. Peter realized that the man he was strangling was not the man who wanted him to join SHIELD, but a man who understood what Peter was feeling and was genuinely sorry for what had happened. "I'm sorry Peter…" Spiderman let the director fall from his grip as he collapsed to his knees, Torch supporting him from completely collapsing. Fury stood up and motioned for his troops to lower their guns. He then bent down to Peter's level. "Where getting you a medic kid." Peter could only nod lightly, exhausted from emotional and physical fatigue, he fainted.

**Done. Hope you guys like this. I'm going to be a bit mean to peter as he goes through more emotional turmoil. But there will be some good to balance out the bad. You'll see new relationships and new villains as well as some of the perspective new heroes. Let me know who you would like to appear in the comments!**


	28. Chapter 28: Cloak and Dagger

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 28**

**Cloak and Dagger**

**Two Weeks Later**

The funeral had been held five days after Gwen's death. Throughout the last two weeks Peter had been the textbook definition of anti-social. After the funeral Peter had retreated into himself. He still attended school but barely spoke. Even after school he had stayed distant. Through out the entire ordeal Peter had not once stopped blaming himself for her death. No matter how many times MJ, Fury, or even Johnny, Peter new that the monster that had killed her had come from his own blood, literally. MJ had stayed by his side throughout the entire time. Peter still continued as Spiderman, but his actions had been sloppy and far more violent then he had been previously. Despite his violent streak, Captain Stacy had been very reluctant to arrest the now excessively violent hero. This was most likely due to the man's knowledge of who Peter truly was. Peter didn't know how he found out or how long he had known, but the captain didn't seem to blame him as Peter thought he would have.

Peter's attitude had also been tempered by Matt's guidance on the matter. He could still remember the conversation they had had after Peter helped him break up a drug deal.

…

**Hell's Kitchen, Two Days Ago**

Daredevil sat on a ledge of a- roof that over looked the wrecked peer. "So do you feel better after your temper tantrum?" Daredevil looked over towards his young friend to see him glaring down at the wrecked area. "Not even close." Spiderman's tone was bitter and full of anger. Matt let out a sigh as he got up from his perch. "Peter you can't blame yourself for what ha-" "Don't you dare start with me Matt! That monster came from my DNA! It was my fault! I couldn't stop it! I had all the power to do it and I failed!" Matt remained quiet for a moment before he spoke again. "You done?" Peter looked at the red-clad vigilante. "Peter you are one of the smartest and bravest people I have ever met. But you are sometimes the dumbest and whiniest son of a bitch I have ever met!" Spiderman looked at the senior vigilante with a look of shock.

Before he could retort Matt cut him off. "You have experienced more stress and emotional loss in one year then most people have in their entire life. The fact that you've decided to make yourself more than a selfish teen or criminal is a testament to your character. But you still haven't realized that you can't save everyone! I wish people like us could do more. I swear to you if I could go back in time and fix any mistake that I've made that cost me the people I loved, I wouldn't hesitate for a moment to take it! You did what you could. And Gwen knew what she was doing when she saved you."

Peter looked at his mentor for a moment before he sighed. As much as Peter wanted to argue, Matt was right. Daredevil walked over to the young hero before placing a hand on his shoulder. "Peter, we all wish we could change the mistakes we have made…but we can't. What's important is that you not only learn from that mistake, but also thrive from it. Let me ask you…Would Gwen have wanted you to act like this?" Peter lowered his head. Matt was right on all of it, and Peter still felt the guilt even if he shouldn't have. As if reading the young man's mind, Matt spoke up again. "I understand you feel guilty, but you can't let that stop you from being you." Peter remained silent. Daredevil decided enough was enough as he turned to leave. "Matt… thanks." The red vigilante turned to face Spiderman who had currently removed his mask, showing a miniature smile. Matt returned this gesture with his own smile. "Anytime kid." He then leapt off the roof and swung through the air, leaving peter alone with his thoughts.

…**.**

**Present, Warehouse**

Peter entered his warehouse to find it abandoned. 'Guess MJ's taking the night off.' Ever since Gwen's death MJ had been putting in double time to help Peter. Not only has she helped him in his hero work, but she had more importantly acted as his emotional support. She had helped him cope with Gwen's death while she did the same. To be honest Peter was more than thankful for her support, it was one of the few things that had kept him from completely losing it.

Peter walked over to his terminal. He sat down in his seat exhausted from his recent woes and activities. He looked at the terminal to see his reflection in the darkened screen. To put it bluntly he was a mess. His hair was disheveled, and his face was dirty and gritty from sweat and bruises. He had been fighting crime non-stop all day. He checked his web-shooters before restocking their ammo. He began to repair his costume, sewing in new pieces of Kevlar fiber to replace his damaged suit.

After about two hours his suit was repaired and he had restocked most of his web cartridges. He set his gear to the side as he readied himself for some sleep. His brief respite was interrupted when a beep signaled on his terminal. He pulled up the data from the terminal and examined it. Apparently a bank had just been robbed. 'No rest for the wicked I guess…" With that Peter threw on his suit and dashed towards the scene of the crime.

…

**Randolph Bank, 12:09 PM**

Peter saw the back as he swung through the city. The area looked completely deserted. 'I guess whoever triggered the alarm cut the feed before the police got it.' Peter sighed, it seemed he was dealing with a professional.

Spiderman crawled into the ventilation system making his way to the main lobby. He dropped into the room and quickly surveyed his surroundings. The room was completely empty. The whole presence Peter could detect with his senses was himself.

'Guess it was a false alarm.' Peter decided on that fact as he left the bank, swinging through the air as he did so. 'That was weird! There was no one there but the situation felt off…I got a bad feeling about this…" Peter arrived at his warehouse and dropped through the roof. He flopped down on his couch before going to sleep.

…**.**

**New York City, The Next Day**

Peter awoke to the sound of screeching metal. He bolted up right from his position on the couch and readied himself for a fight. He whirled around to look at the opened door to see MJ walking in holding a bag. She saw his alert expression and sighed. "Easy tiger, it's just me." Peter relaxed as he saw his friend enter the building. He quickly sealed the warehouse door before walking back to his couch. He flopped don't on the cushions as he rubbed his eyes, trying to stave off the urge to sleep for the next four hours. "What time is it?" Peter asked groggily. "Around nine. You don't have work today do you?" "No…It's my day off this weekend…What's in the bag?" "Breakfast." MJ tossed peter the bag of food. He looked at it a moment before beginning to eat. "Thanks." He said in between bites of food.

MJ nodded her head before she walked to the adjacent seat and sat down. They sat in silence for a few minutes as Peter finished his breakfast. "There was apparently a bank robbery yesterday…" MJ began. "Yeah…I investigated the scene but nothing was broken and the safe was sealed shut. Must have been a false alarm." "Right…so about two-hundred grand just vanished over night?" Peter's eyes snapped open at his friend's words. "What!?" MJ nodded her head before tossing him the Daily Bugle. Peter caught the paper and quickly skimmed the first page, reading all about the robbery. "The alarm was cut and no signs of forced entry were shown, not even hacking of the safe…what the fuck?" MJ looked at her friend in sympathy. "The police have no leads and there are no clues whatsoever. The weird thing is… that a large bank. It's used by the wealthier people of New York and all the money was stolen from the Roxxon Corporation's account." Peter thought this over a bit before he spoke. "I might have to pay them a visit." "As Spiderman or Photographer Peter Parker?" "Both." Peter answered as he moved to the back of the warehouse to change. He noticed MJ hadn't left her spot and he made a distinct coughing noise. The young red head looked at him a moment before she realized what he was trying to say.

"Changing…Right!" Mary Jane quickly turned around to give peter some privacy. 'Not exactly the best way to give me privacy…but I'll take it.' Peter went about changing from his costume into his regular clothes. All-the-while MJ snuck of few glances at the well-built teen.

…

**Roxxon Medical Company 12:45 AM**

"Come on Parker move it!" Peter Parker lightly jogged to catch up to his companion, a young blonde woman in brown jacket and blue jeans. "Sorry Norah, late start." The girl looked at him with some sympathy. "Just don't make a fool of yourself or me ok?" These words were said with a good amount of playfulness, something Peter didn't mind at the moment. Luckily the Bugle ad asked their top reporter, Norah Winters (22), and one of their best photographers (Peter Parker) to get a word from the executive of the company, Justin Hammer. About a year ago the man had bought out the board from the Roxxon Corporation and was now seeking to merge it with his own company, Hammer Industries. The business world saw this as a way to deal with its rivals at Oscorp and Stark Enterprise.

Peter and Norah approached the building as a group of reporters stood gathered around a podium. Peter and Norah mingled into the group, pushing through the crowd to get the best spot. They finally got a spot near the front. Peter looked at the assembled group of reporters. "Man I feel out of my league…" Norah gave the young man a smile before speaking. "Buck up Parker, leave the talking to me and get the photos your famous for! Remember were here to get an exclusive interview with one of the big shots." The press conference began as peter snapped a few pictures of the boring event; he made sure to save plenty of film for the real scoop. The conference finally began to dissipate and the two Bugle members moved to their real assignment. The two journalists walked towards one of the buildings entrances. Naturally other reporters were looking for scoops as well. Peter could tell by the mass of new people that they weren't going anywhere. Peter pulled Norah to the side as he walked off to a side hallway.

"Peter what are you doing!?" "We're not making it through there! Not with that crowd! We gotta find another way to get a scoop…" Peter looked around before seeing a guarded door. "Ok, maybe we can get past that guy to get some stuff." Norah looked at the guard then back at Peter. A cat like grin spread over her face. "I have an idea!" Norah then proceeded to drag her young photographer with her to a storage closet. She pushed Peter inside before following. "Norah this has got to be the most cliché version of a hiding spot in the world." "Oh shut up!" Peter looked around the storage area (filled mostly with janitorial supplies) before looking back at is companion. His face turned red as he looked at Norah. She was currently opening her blouse to reveal part of her cleavage.

Peter quickly whirled around, his face burning with embarrassment. "What are you doing!?" Peter said in a hushed voice as not to attract attention to the closet. "Oh don't be so shy! It's all part of the plan." "How is undressing part of the plan!?" Norah chuckled. "Y'know most guys wouldn't be complaining about this. You are truly a gentlemen Peter." "Y-yeah…I try…" Peter was still facing away from Norah, too embarrassed to face her. "Hey don't worry about it I only undid a few buttons. Now get ready for your part." "M-my part?" "Yep, I'll flirt with guard, you sneak on inside and get some pictures!" Peter nodded at her suggestion, trying to keep his eyes off her well-endowed chest. Norah noticed his stare and gave a small giggle. Peter looked away; his face was now the color of a stop sign. "When this is over we need to work on your skills with other girls!" "R-r-right…" Peter mumbled.

The two left the broom closet and headed towards the guard, Peter tailed a good distance behind as Norah began her part of the plan. She walked up to the guard, adding an extra sway to her step. She started flirting with the guard, luring him away from the door. Peter took this time to sneak past the distracted man. Peter had to admit even with his enhanced reflexes (allowing him to be a near master of stealth) he doubted he would have needed them considering where the man's attention was currently held.

Peter moved through the door (after breaking it with a good dose of bioelectricity) and entered a nearly deserted hallway. He moved quickly and leapt onto the ceiling to avoid the cameras currently in place. He crawled on the ceiling looking for anything that would get him any info. He crawled for about five minutes until he heard several scientists walking out of a room. They looked like they were in a rush, scrambling to hold paper and documents together. Peter saw the door they had left was closing and he leapt off to ceiling before bolting into the closing gates. The doors shut just as he made it through. 'Talk about close.' Peter privately thought. He looked around the room and realized it was a gigantic lab. Large computers and tanks filled with different creatures occupied the room. Peter leapt onto the ceiling as his spider-sense tingled. The door he had stood in front of moments earlier opened to reveal an older man with graying hair flanked by three scientists and a man wearing a business suit.

"Mr. Hammer most of the results are well above acceptable parameters. Most of the subjects are ready to be deployed. But for the t-" Hammer cut off the scientists rambling with an irritated tone. "Then get them deployed to deal with those two mistakes! They've already robbed me once and it was your fault that they escaped!" The scientists looked mortified at this. "Sir we had no idea that the subject would be able to teleport like that!" Hammer didn't take this well. "Oh? You didn't know? I guess that my skills are slipping in my old age because I have no idea why I would bother to higher such imbeciles!" The scientists backed up in fear. "You will fix this! Get Dillon and Marko ready!" The scientists nodded in fear before they scampered off.

Peter had watched the entire argument as he stayed on the ceiling. 'So they're experimenting on people…We'll see about that!' Peter continued to crawl on the ceiling heading for the direction the scientists had ran off in. He saw the scientists busy at work on two tanks. They both house d what looked like people inside but it was hard to tell. The first tank was hooked up to some form of electric generator. Electricity was coursing through the tank as it began to take a humanoid form. Peter was more surprised when the electrical being started to talk. "Stoooop! Please!" The man screamed in pain as the electricity increased inside the tank. Peter looked towards the other tank and saw it was filled with sand in the shape of a man. It was clear to see that the guy was trying to keep himself from collapsing into miniscule pieces of eroded rock as he was slanted up against the glass. One of the scientists spoke first. "Marko and Dillon are still unstable. But if we up the dosage of the MGH drugs they might just stabilize." "Put Dillon in the containment suit, Marko will have to do as he is." The first scientist nodded before he walked off. Peter snapped several pictures of the room before retreating to one of the vents and exiting the lab building.

He jumped off the side of the corporation before he dropping to the street in the back of the building. He exited the alley and headed towards the front where he saw Norah casually leaning against the side of a walking lane pole. She saw Peter and motioned him over. To Peter's relief, she was dressed far more modestly now. "So please tell me you got some thing good." Peter nodded his head as he showed her the pictures. "The fuck is this!?" "People! They're experimenting on people! We need to take this to the Bugle and the police!" Norah nodded her head in agreement. "If we give this to Jameson he'll hand it over to the police. He might be an asshole but he's not 100% dick!" Peter knew she was right about that. As much as Peter hated the guy's unfounded hatred of Spiderman, he couldn't deny that the guy had his good sides. He may have been cheap but he did help the guys who truly needed it. "Fine, hand it off to him. I'll see you later I guess." Peter began to walk off as Norah watched him leave. "Kid really needs to get laid!" Norah then walked off with the digital film in hand as she headed for the Daily Bugle.

…**.**

**Roxxon Corporation, 11:39 PM**

Spiderman crawled into the vents of the building he had investigated mere hours ago. "MJ anything from the cops yet?" "Nothing yet, either they have other stuff going on, or…" "Hammer's bribing people to keep quiet. Guess that leaved me to take care of this mess." "Peter…be careful." Peter smiled at the concern his friend was showing him, "I will, keep a lookout through the suit cam." Spiderman finally exited one of the vents before he landed inside the now empty lab room. The two tanks were that had previously housed the two post-humans were now empty. "Oh shit…" Peter peered closer at the tanks to see they had several labels on them. The first read: **Subject XVI Marko, Flint Project Sandman**. The second tank had a similar label: **Subject XVII Dillon, Max Project Electro**. 'I guess that was what they were called.' A loud crashing noise echoed throughout the silent building. Spiderman rushed through the doors heading towards the location of the noise. More banging and crashing noises emanated from the next room. Spiderman slammed through the door, and by that it meant kicking it down. As he rolled into the room talons ready, he saw four very abnormal people locked in heated combat.

The first was a young blonde haired woman (18) in a form fitting white suit. She was currently hurling what looked light glowing knives at the electric man known as Electro. Key difference from before was that Electro wore an armored black suit; his electric blue hand and face were visible. Second pair was the creature known as Sandman who was currently flailing his arms, which had taken the form of giant spiked maces, at a tall, cloaked figure easily dodged the oncoming attacks. Electro unleashed several arcing bolts of electricity, which the girl nimbly dodged. Sandman attempted to hurl several desks at the Cloaked individual, but instead of dodging, the figure opened his cloak to reveal nothing but darkness. The flying projectiles sank harmlessly into void as he closed his cloak. The figure then shot forward, spinning his cloak like a cyclone. The attack smashed into Sandman sending him scattering over the ground of the building's floor. "Damn you freaks!" Electro wailed as he fired off more lightning bolts at the duo. The two super-beings avoided the attack before the girl retaliated by firing several more glowing blades at Electro. The projectiles struck home as they imbedded themselves in Electro's suit. "Graaaahhh!" Electro wailed in agony as his containment suit began to spark and surge with electricity. Anticipating what was about to happen Spiderman shouted a warning to the duo, "Get down!" Apparently they decided to follow his advice as they hit the deck right as Electro unleashed all of the electrical power that sustained him. The electrical surge ripped through the building, frying whatever technology had been active at the time. Peter saw the lights in the room begin to rapidly die out.

Peter saw the two figures coming together, the tall one's cloak began to unfold as a black-hole like vortex began to suck them both up. "Hold it!" Not wanting the crooks to get away Spiderman fired a web-line into the portal. Unfortunately this pulled him into it as well. Peter panicked for a few seconds; he could see nothing but darkness. That was until the darkness seemingly began to retract as Spiderman rolled out of the void and onto the roof of a building. Spiderman saw that he was located on the top of a New York skyscraper. He whirled around as his spider-sense warned him of incoming danger. He rolled to the side just in time to dodge three glowing shards of light that flew past him. He returned fire on instinct; unleashing several shot of webbing that were intercepted by the cloaked figure who absorbed the attack into his cloak. "Ok that didn't work." Peter stared at the duo of super-powered beings as they stayed locked in their positions on the roof. "Who are you guys?" The girl responded by throwing several more light daggers at the masked hero. Spiderman dodged the attack, but he soon realized it was a distraction. The hooded figure had opened his cloak and was attempting to pull the wall-crawler into the void. "Spiderman thought fast as he unleashed a web-line that stuck to the side of building's railing. He fired off two web blasts that were aimed towards the man's face. The shots were pulled toward the continuous void and disappeared into the darkness.

"Shit!" The girl sliced Peter's web-line as he was sucked toward the void. As he tumbled toward the black vortex, Spiderman primed a web grenade before tossing it towards the cloaked man's face. "That's not going to work." The man muttered as the grenade headed towards the void. Peter allowed a smug smile to form over his face. "We'll see…" and sure enough the web-grenade detonated spewing impact webbing onto the man's face. The distraction was all it took for the void to collapse. Spiderman rolled to a stop before dodging a knife slash from the Caucasian girl. Her hand was glowing a bright white and was formed in the shape of a blade. "Cloak are you okay!?" The girl called out to her dark skinned companion. The one known as Cloak was finally able to tear the impact webbing from his body (courtesy of his powers). He took several deep breaths before answering. "I'm fine Dagger…But this Hammer goon is going down!" Peter paused at this, 'They don't know who I am?' Spiderman leapt back to distance himself from the attack of the one called Dagger. Spiderman fired off as many shots as he could with his web-shooters. His attacks were either destroyed by Dagger or absorbed by Cloak. He had already exhausted both of his shooters main supply of webbing and he was more than halfway threw with the backup supply. 'If keeps up I'm gonna have to manual reload!' Peter was standing near the edge of the building. He knew he had to act fast to overtake them.

Throwing caution to the wind, Spiderman charged forward dodging the light knives thrown by Dagger. Cloak opened his portal so he could absorb any attack Spiderman would throw at them, but he fell for the same trick twice. Peter had primed two web-grenades during the charge and he chucked them at the two. The grenade blew open covering the duo in a thick spread of impact webbing.

"And done!" Spiderman clapped his hands together as if wiping off dirt. "So how exactly have you guys not heard of me?" "We don't need to answer to one of Hammer's experiments!" Dagger's response only irritated the masked vigilante more. "Hey I'm not ne of Hammer's goons. I was trying to find evidence to bring him down when you guys started wrecking the place!" Cloak shouted out in anger. "You have no idea what they did to us! What they did to Tandy!" 'Who?' Peter privately thought. He then saw Dagger looking at her colleague with sympathy. "Guess your Tandy then." Spiderman's guess had a visible reaction as Dagger glared at him. "They experimented on us! They tortured Tyrone until he barely had a body anymore!" Peter looked at Cloak who had lowered his head. Peter could tell he was shaking with rage. "I assume your Tyrone. How long did they have you there?" "Months…" Cloak said. 'That explains why they don't know about me.' Peter remained quiet for a moment before he spoke again. "So you guys escaped about a month ago right?" The two looked slightly surprised before their gazes narrowed. Cloak was the fist to speak. "The only possible way you could know that…" Peter's spider-sense flared to life as the impact webbing binding Cloak imploded, sucked into the black vortex. "…Was if you worked for Hammer!" Cloak lunged forward tackling Spiderman to the ground. Dagger immediately began to saw through the webbing with her light knife hand.

Cloak grabbed both of Spiderman's arms as he prepared another portal attack. Before he could, Spiderman unleashed a burst of venom blast into Cloak's now tangible body. The man screamed in pain as he went limp, Peter supporting him. "Cloak!" Dagger screamed a she hurled one of her light knives at the masked vigilante. Spiderman was able to dodge, but in his haste he had also let go of the unconscious Cloak. "No!" Both Peter and Dagger screamed. Spiderman tried to fire a web-line but his shooter clicked empty. 'Dammit!' without another thought Spiderman dived off the roof, heading straight for Cloak.

Peter held his arms close to his body as he descended towards the falling super-being. He finally came close enough to grab Cloak's body. "Come on Cloak wake up!" he started to shake the man as they came closer to ground level. "Dammit Cloak wake up! Think of Dagger! Are you really going to leave her alone!? Think of what she means to you! Think od Dagger!" This little rant seemed to have worked as Cloak started to open his eyes. "Wha-!?" "Teleport now!" Cloak did as he was told his body shifted into its portal form. Both individuals were sucked into the vortex just as they were a meter off the ground.

Cloak's portal dropped them both off at the top of the skyscraper a few feet from where they fell. "Cloak! Your okay!" Dagger yelled in joy, ecstatic to see her friend was safe and sound. Peter laid on the ground trying to catch his breath. "Well…cross sky diving off my bucket list…" He then picked himself up off the ground and offered his hand to help Cloak off the ground. After a moment of hesitation, Cloak accepted the hand as he was lifted to his feet. "Why would you save me?' He asked. Peter sighed in exasperation. "I told you I'm not one of Hammer's experimental weapons. The name's Spiderman and I've been around for about eight months." Peter walked towards Dagger before using his claws to slice through his webbing, freeing the girl. Dagger ran to Cloak's side embracing him in a hug, one which he returned. Peter felt a little awkward in this moment but he let out a distinct cough to grab their attention again. "So care to introduce yourselves?"

The two individuals told him their names were Tyrone and Tandy. They had been high school sweethearts but they were kidnapped and experimented on by Hammer's scientists. During the crossbreed invasion they had managed to escape during the attack. "So they what dosed you with some drugs to give you powers?" The two nodded their heads, confirming the question. "So you guys started robbing Hammer and wrecking his business? Why not throw the cops in his direction?" Cloak let out a snort while Dagger simply scowled. "The police are on that bastards payroll. And beside this city wouldn't give a shit about us anyway!" Spiderman narrowed his eyes at Cloaks accusations. "Maybe…" "This city is a 'eat or be eaten' kind of place! The people here don't care about anyone but themselves!" Peter had finally heard enough of their self-pity at the expense of his home. "Alright can it!" Spiderman's harsh tone silenced the two for a moment. Taking advantage of the silence, Peter spoke. "Listen…I know this place isn't a shining utopia, it's got plenty of rough edges." Peter walked towards the edge of the building and looked out over the glowing city of New York. "But that's what makes this city so unique. It's not perfect…but it has plenty of good in it. People may seem distant, uncaring, selfish…but I've seen more than my fair share of good people." His thought turned to Gwen, Captain Stacy, MJ, his uncle Ben, aunt May, Matt, Jessica, and even Eddie. "There are plenty of people out there who are a lot more than they appear…you just got to give them a shot. And whatever hardships or problems you face, you can't wallow in it. Push past it, thrive from it! Learn to take that and make yourself more than anything you thought you could ever be!" Spiderman turned to face the amazed looks of Cloak and Dagger. "That's what I've done! And you need to do that as well! If not for my sake…do it for each other. Because as long as someone is looking out for you…this place isn't so bad."

Peter looked at the shocked faces of his former foes. "So you can either sit here and squander those powers you got for self-pity or crime, or you can be something more and help turn this city into a place that would make you guys happy to live here." The pair remained quiet for a moment before they stood to up on their feet. Peter took out two web-cartridges and manually loaded them into his shooters. "It's your choice what you do from here. You get a pass this time, but if I see you guys wasting this chance I will have to stop you. I know you can make the right choice here, all you gotta do is have a little faith in people, in this city."

Spiderman looked at the duo had hesative looks on their faces. Cloak was the first to speak up. "Why would you even try to help us?" Peter smiled under his mask as he walked towards the edge of the building. "That's the job of your friendly neighborhood Spiderman!" He then leapt off the skyscraper's edge plummeting several stories before swinging on a web-line before leaping into the air as he headed off into the city, leaving the two super-beings alone.

'Man I don't know if that speech helped them more or me!' Peter continued his airborne journey through his city. He continued to think as he headed towards his warehouse. 'Man I think Matt was right. I can't let every little tragedy, even Gwen's death, break me. I have to prove that I can overcome it! Uncle Ben, Gwen, I'm gonna make you proud!'

…

**Warehouse**

Peter landed on the top of his makeshift hideout before crawling into the building through an open window. He dropped into the building to find a sleeping MJ on the couch. 'She looks pretty cute when she's sleeping.' He walked towards the couch and gently nudged her. She started to stir as she blinked her eyes. "Wha-? Peter?" "Hey, sleep well?" She blushed a little as she realized that she had fallen asleep while he was on patrol. "Sorry it was late…" "Hey I get it. Don't worry about what happened, I got it resolved." "Yeah that was a nice speech. Didn't know you were so good at them." Peter blushed as he realized she probably heard the entire speech he had pitched to Cloak and Dagger. "Yeah…Ya heard that huh?" MJ smiled as she nodded her head.

"You've been practicing it haven't you?" Peter nodded at her question. "A little…it felt like I rushed it, did I rush it?" "No it was good I liked it." "Cool." "Yep."

The two sat in silence for about a minute. "You think that they'll be okay on their own?" Peter looked up at the ceiling thoughtfully. "Maybe. Its their choice to make. I just hope they make the right one." MJ nodded her head before resting it on Peter's shoulder. Peter looked down at her as her breathing deepened. He smiled at this before resting his head on the back of the couch. "Night MJ…" Soon both teens were sound asleep on the couch as the city continued to buzz outside.

**Hoped you enjoyed this chapter and the little speech I made. More character sand villains will be appearing and by no means have you seen the last of Electro or Sandman! **


	29. Chapter 29: Trial Part 1

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 29**

**Trial Part 1**

**New York City**

The city of New York was business as usual. Cars and people blurred by the crowded streets and glowing shops without a care in the world. Everything was as it usually was, until three figure burst through the air. One was a flying machine shaped like a garbage can. The machine barreled through two signs attempting to evade its pursuers. A large being of fire rocketed past the cars on the street drawing the attention of several bystanders. About a second later a red and black figure zoomed past them on a thin line propelling himself into the air.

Spiderman and The Human Torch flew through the sky as they chased after the strange machine. "Torch how many of these things have you trashed so far?" "This will make three! Pick up the pace slow poke!" Peter rose to the joking taunt "Yeah right you can fly and I'm still gonna get it first!" Spiderman fired off a web-line and pulled himself through the city air aiming straight for the flying machine. Torch increased his speed to catch up to the web-slinger "Bring it on Spidey!" The duo headed towards the flying garbage can as it tried to turn a corner. "Johnny slow it down!" "On it Pete!" Torch fired off a powerful blast of fire that struck the machine head on. The machine sputtered for a moment and closed in on a building. The bottom part of its body expanded to reveal several spider-like legs it used to land as it attempted to escape. Johnny landed in front of the machine. "Where you going ugly?" The machines head opened to reveal a cylindrical device that releases a light. Johnny immediately began to retaliate but was beaten when Spiderman slammed into the machine stabbing the main body with his claws. Peter brought the machine down on the building's roof before he sent a dose of venom blasts into the machine's body causing it to explode. Peter had let go a moment after he had administered the attack. He landed next to Johnny as they watched the machine burn. "Two kills a few months ago right?" Johnny nodded his head. "Yeah it's fun wrecking these things." "Word." The two heroes proceeded to fist bump each other as they watched the flames burn on the roof.

Soon a loud rumbling noise was heard as the two looked up to see the rest of the FF in the fantastic car. The vehicle landed on the building's roof as the team exited. They were all wearing formal attire as if they were on their way to a party. Mainly because they were on the way to a fundraiser at a children's hospital. Susan Storm looked pissed as she glared at both Johnny and Peter. "Jonathan Spencer Storm! You were supposed to capture it! And Peter!" she turned her glare at the young hero who took a step back. "You were suppose to help 'capture it' not destroy it! Johnny I get, but you?" Peter sheepishly shrugged, "Ummm…sorry?" "Come on sis! It's not all bad!" "Yeah Reed can still study the wreckage!" Peter immediately regretted those words as they machine blew up yet again. "Most of the wreckage…" Johnny added as he and Peter gave each other a nervous look. "Look guys I know it a pain but Reed really wanted that one alive!" Ben words made the two teens rub the back of their heads. Reed finally spoke as he approached the wreckage. "Well I still might be able to salvage something." "Anyway stretch we need to get going…and Matchstick needs to get another suit." Johnny looked down at his uniform and realized he had incinerated another tuxedo. "Uhh…oops?" Susan put a hand to her face in irritation.

"Well…my job here is done. Enjoy the fundraiser guys." "Thank you Peter." Reed said as he continued to analyze the wreckage. Long story short, after Gwen's death the FF had learned Peter's Identity, mainly because Johnny saw it and reed matched his face to his application to the Baxter building program when he was fourteen. As Peter walked to the edge of the building he began to feel fuzzy as his vision blurred. "Whoa…" He grasped his head as he began to stumble. The FF looked at the young hero as they saw his actions. Before they could react Johnny fell to a knee as he grasped his head. "Aww…I don't feel to hot…" Soon both the teens were engulfed in a bright light as they disappeared from the roof. "Johnny!" Susan screamed in horror. Reed quickly examined both spots where the two heroes had disappeared from, scanning it as he did so. "Amazing…" Amazing!" Susan shrieked making both Ben and Reed nervous. "That thing just vaporized my brother!" "Stretch it just took out the kid and Spidey this is not the time to be impressed!" "They weren't vaporized…I'm picking up residual worm hole radiation…they were mot likely teleported outside of the galaxy." Reed's fascinated tone didn't help Susan's panic. "M-my brother…in another….galax-ooohhh…" She then fainted. Reed instantly stretched out his arm while enlarging it to catch her. "Great work there egg-head. Remind me to never have you cheer me up." Reed tried to defend his statement as best he could. "I didn't mean to say Johnny or Peter were endanger, Just that they aren't in our universe anymore!" "Doesn't really sound better buddy." Reed thought this over before answering. "I see your point. Lets head back to the Baxter building, I'll call the children's hospital and tell them we'll be late." Ben thought this over a moment before he spoke again. "Arrghh…I'll do it! Anything for the kids right? You find Johnny and the kid. Besides you got the had part!" "Finding Johnny and Peter?" Ben chuckled at this, "No, making sure Sussy doesn't tie you into knots!" Ben then leapt from the roof of the building; his landing making a large commotion as several cars began to honk their horns. "Hey I'm landing here!"

…

**Unknown Location**

Peter slowly came to as his vision began to adjust. "Oww…where am I?" Pete looked around but saw only darkness the only light came from an overhead beam the illuminated a small circular area around his person. Peter tried to move his arms but found that his arms were sealed in some sort of cuffs. He tried to break free but to no avail. He also felt some pressure around his neck but he couldn't tell what it was. He attempted to use his bioelectricity to free himself but he couldn't connect to his powers. Luckily he still felt all his normal powers of strength and reflexes. "Guess they suppressed my mutant powers." Another light lit up about 5 meters from Spiderman to reveal a young man with blonde hair. "Johnny!"

At the sound of his name the teen began to stir. "Huh?" "Johnny get up! Now!" At the sound of Peter's voice the Human Torch became alert. "What!? Pete where are we!? What happened!?" "I don't know! Last I remember was we destroyed that robot! After that I blacked out!" "Yeah I can't remember anything after that either. Wait where are the others!?" Peter looked around and concentrated with his enhanced senses. "I don't think they're here Johnny, I can't smell or hear them at all!" "So they might still be out there?" "Let's hope." Peter noticed that Johnny was in similar bindings to his own with the addition of a light blue collar that looked rather bulky. 'Guess I have one of those on too.' "Torch, try using your powers! Some of mine are beings suppressed!" Johnny nodded his head in agreement. "Flame on!" He exclaimed as his body burst into flames. However, the flames soon began to die as his powers began to flicker. "Gargh! I can't maintain it! What's with these collars!?" "I think they're suppressing our powers…Well most of them. My mutant powers aren't working but my other ones are." "Do you think you can break the cuffs?" Peter nodded. "I tried with brute force and that didn't work but I might be able to cut it with my talons." Johnny nodded in understanding.

Before Peter could attempt his escape plan the platforms they stood on began to move, rising up to the ceiling. The ceiling opened up as bright light flooded the chamber. The two super heroes had to shield their eyes from the light by closing them. They opened their eyes to see a giant coliseum filled with blue beings. The coliseum looked like a futuristic version of Roman structures. Johnny looked around at the blue aliens. They all looked very human except their skin color was blue and they had a variety of hair colors. "When did the Smurfs get so big?" Johnny asked half jokingly. Peter looked around the area looking at any possible escape route. Johnny saw his ally's actions and asked the obvious. "We're trapped aren't we?" "Yep. I don't see any exits. We'll just have to see how this plays out." Torch nodded his head, seeing no alternative.

Suddenly a large towering structure erupted from the coliseum floor. On top of the throne was a larger alien wearing a green hood. In his right hand he held a golden hammer almost as tall as he was. The hammer pulsated with blue energy. "Jonathan Storm, Peter Parker…" The two heroes looked up in surprise at the blue alien. "…You stand here accused of violence against the Kree Empire. Your trial shall now begin." At this comment both the heroes looked at each other thinking the same thing, 'trouble'.

…

**Baxter Building**

Reed Richards was currently hard at work trying to detect where the wormhole energies had come from. Susan Storm stood impatiently behind him a scowl of pure anger on her face. Reed could feel his fiancé's glare directed at the back of his head. "Just calibrating now Susan. This energy is truly fascinating! If I could only d-" Reed instantly stopped his sentence when he felt Susan's glare deepen. "Sorry." He quickly went back to work. "So where is he?" Sue asked anger being the dominant emotion in her voice by far. "Susan you have to understand, Johnny and Peter could be anywhere in the galaxy!" Needless to say the Invisible Woman didn't take this well. "Where. Is. My. Brother!?" Reed was frozen in fear for a microsecond before he went to work on literally every console in his lab using his powers. Herbie (The Baxter building's personal AI) spoke up after about ten seconds. **"Energy match located. Triangulating coordinates. Coordinates found." **Reed looked at the data as he spoke. "It looks like they're both in…Central Park?" Susan responded with an equally confused voice. "What?"

…**..**

**Children's Hospital Fundraiser**

Benjamin Grimm had been in many life-threatening situations. He had faced the like of Doctor Doom and the Submariner and had barely comprehended fear during any of those fights. But for this situation, Ben was more terrified then he had been in his life. He was currently supposed to give a speech Reed had prepared ahead of time. Unfortunately his large hands had ripped his tuxedo's pockets causing the cards to scatter on the floor in a mess. He had attempted to pick them up, but his enlarged fingers lacked the dexterity to pick them up. 'Just great! My stupid fat finger can't get the cards!' He looked at the large audience of people as he decided to improvise. "Anything for the kids…" he grumbled under his breath.

…

**Central Park**

Susan Storm was currently flying on one of her makeshift hover boards made from her force fields. She raced towards central park, followed closely by the fantastic car, flown by Reed. They saw a large white dome begin to form over central park. "Susan be careful! The readings I'm getting are off the scale!" "I'll show you off the scale!" Susan then concentrated as a condensed force field formed in her hand. She hurled the projectiles at the dome only to see it slam into the wall with little affect. This only caused the Invisible Woman to become more enraged. She continued to hammer the dome with several force bolts from her hands. "Incredible!" Reed mumbled. Whether this was directed at his fiancée's rage or the dome's strength was unknown.

…

**Inside the Dome**

Spiderman and Johnny looked up at the large blue alien. "You two stand accused of crimes of aggression against the Kree Empire. As declared by the empire's law you have the right o be tried and terminated on your home planet." "What!?" Both tens said in unison. "Terminated!? What for!?" "We've never even heard of the Kree Empire!" Both Johnny and Peter cried out respectively. "Do we at least get lawyers!?" The area above the two glowed. The judge like alien looked at the light before it faded. "The Supreme Intelligence has decided to allow Earth customs to be obeyed. As chief judge, I Ronan the Accuser will allow you to choose your respective lawyers." Both the Johnny and Peter chose their respective lawyers immediately, "Reed Richards!" "Matt Murdock!"

…

**Outside the Dome, Central Park**

Reed Richards and Susan Storm floated outside the dome. Susan was still pounding the energy dome with her force fields. She finally stopped to catch her breath as she hovered in the air. "That thing is almost done!" She said in between gasps. She began to charge up another force bolt but was stopped when Reed flew between her. "Get out of my way Reed!" Reed refused to budge, keeping the dome protected from a further onslaught. "Susan stop! We don't know anything about it! If its destroyed we may never f-" his sentence was cut off as Reed's body began to glow with the same light that had taken Johnny and Peter. Reed became fully enveloped in the light as he disappeared from the cockpit causing the fantastic car to spiral to the ground. "Reeeed!" Susan cried out as she saw her fiancée disappear in a bright flash of light.

…

**Inside the Dome**

Reed Richards found himself standing on a floating platform that hovered over the coliseum. "Wha-!?" "Reed!" Mr. Fantastic looked down at the coliseum floor and saw his missing teammate and new ally in the middle of the coliseum. Each sporting a collar and handcuffs that restrained their arms behind their backs. Reed looked to his left, as another bright light soon appeared, teleporting a masked red figure into the dome on a similar platform to Reed's. The red figure must have been as confused as Reed was as his reaction was similar to the scientist. "Wha-!? "DD no time for long version!" Daredevil moved his head down as if looking at his web-swinging ally. "Alright Spiderman give us the short version." Matt had immediately scanned the area with his sonar, he instantly realized that this was some-type of alien craft the structure of both the dome and its inhabitants were far from human. Reed looked down at Johnny before speaking "What's going on Johnny!?"

"Reed long story short, aliens want us dead! Don't know why! You and the red guy are our lawyers! GO!" Reed looked around at the coliseum before speaking in amazement. "Incredible! An advanced extraterrestrial race with similar style to Roman culture…their technology must far outweigh our own… " "Reed! Trial! Us! Now! Please!" At Johnny's pleading Reed refocused his attention to the problem at hand. "What are the crimes against Jo-, I mean my client?" Ronan spoke up from his position on the coliseum throne. The accused's crimes will be displayed in due course." "With all due respect…" Reed turned his attention to the masked vigilante Peter had identified as Daredevil. Said vigilante continued to speak. "As both my client and Dr. Richard's are being tried for a crime that relates to this situation, I request that the legal council may collaborate to further present our case." Reed was impressed by the man's skill in law. The crowd booed at this, but Ronan slammed the pole of his hammer into the floor of his throne, silencing them. "Silence!" the coliseum instantly went quiet as the audience's protests died in their throats. "By Kree law, Earth customs are to be obeyed to the extent allowed by the Supreme Intelligence." Again a blue light filled the coliseum as all the Kree in the audience looked up at it in awe.

"What's with that light?" Johnny whispered to Spiderman. "Don't know. Maybe only their race can see what's in it." Their conversation was silenced when the light died down and Ronan spoke. "Your request has been accepted." Daredevil's platform moved toward Reeds as the two machines connected. "Dr. Richards." Daredevil said curtly. "Daredevil, I presume. I must say I'm impressed at your law skill." "I dabble." Was his response. "So what's this about?" "Johnny and Spiderman destroyed a drone and were then transported here. I assume this trial is to create a form of punishment." Daredevil nodded in understanding.

"The lawyers of the accused may converse after the witness are gathered." "Witnesses?" Johnny wondered out loud.

…**.**

**Outside the Dome, Central Park**

Susan Storm was about to unleash one of the strongest force fields she had ever created when he felt her body was glowing. She then vanished from the air, leaving the park deserted.

…

**Children's Hospital Fundraiser**

Benjamin Grimm had to pat himself on the back mentally for coming up with the current idea. He was currently entertaining several children by gently juggling some of the other ones in his arms. The children were laughing in joy as they saw the spectacle. Even some of the older audience members were enjoying the scene. Ben finally ended the show by catching the three children and lowering them to the ground. The children were till laughing in joy as they scampered off back into the crowd. Ben decided that enough was enough, as he needed to rejoin his team. "That's the show folks! I gotta run!" As he began to leave the podium a large blast of white light enveloped the Thing. When the light vanished so had the Thing. The audience instantly began to clap thinking that this was also part of the show.

…**..**

**Inside the Dome**

Both the Thing and the Invisible Woman materialized inside of the coliseum landing on a platform similar to the one Reed and Daredevil stood on. Seeing that her future husband and younger bother were okay gave Susana huge sense of relief, an added bonus was that Peter was also unharmed. "Johnny Peter your alive!" "Yeah for the moment." Johnny grumbled. Susan looked at Her husband who was conversing with a red armor clad individual. "Who's stretch talking to?" Ben asked. "That would be Daredevil. He and Reed are our lawyers." Peter's response drew the attention of both the remaining FF members. "So this a trial or something? If it ain't can I start smashing stuff?" "No smashing!" Reed immediately dashed Ben's train of thought. "We'll play along now to see if we can resolve this without violence." The others nodded.

Ronan's booming voice sounded yet again. "Two of the three witnesses have been assembled. The third will now be presented. The group of heroes turned to see another flash of light. Peter's eyes widened in horror at what he saw. A beautiful redhead. "MJ!" He called out. The confused girl looked down at her friend. "Peter! What is this!?" "Peter immediately turned to Ronan. "Why is she here!? She has nothing to do with this!" Ronan calmly answered the young man's question. She was also a witness to the crimes committed. As such she is a part of this trial." Peter grinded his teeth together in rage. This was sidetracked however when Johnny nudged him in the shoulder. "Hey who's the hot red-head?" Peter grew a little irritated at this. "Back off Torch…" "Oh! She's your redhead am I right?" Peter blushed under his mask at that assumption. "Wha-!? No! We're friends okay!?" "So she's available?" Torch asked with a smug smile on his face. "No she's not!' "Geez make up your mind man! Is she your girl or not?" "I-I, its, gaaahh! It's complicated okay!?" Torch just laughed at this before speaking. "Okay man. Whatever you say." Peter could tell from his friend's tone that this was not the end of this conversation.

"The trial shall now commence." Ronan raised his hammer as a bright light emanated from above him. The screen displayed several images like a big screen television screen. "The crime of the accused shall be known. Eleven earth weeks ago, Kree sentry J-5631 attempted to observe this Earth city. But the individual known as Jonathan Spencer Storm destroyed the probe. The video screen projected an image of the robot being blasted by fireballs, curtsey of the FF resident hothead. "I was big and ugly! I thought it was trying to break in!" Peter sighed. 'This is not going to end well.' He mentally thought as Johnny tried in vain to defend his actions. "The next crime shall be presented." Ronan motioned towards the second image on the screen. It was viewed from the probes point of view walking through an alley watching Johnny. Said person whirled around and fire off a powerful blast of fire that incinerated the alien scout as the screen was filled with static.

"It snuck up behind me!" Johnny shouted out in defiance before adding his own little self-praise, "But you gotta admit that was a sweet move!" Peter shook his head as he could see the remaining FF do the same. Peter turned to Johnny before speaking. "Johnny I don't think antagonizing the big alien with the hammer is the best way to save our live! And I still don't see how I'm involved in this!" This last sentence was directed at Ronan. "The final crime shall be presented. Earlier tonight Kree sentry D-2573 was orbiting the city when it was attacked by both Jonathan Storm and Peter Parker. The Latter of which destroyed it when it used a simple scanning laser." The screen displayed the earlier events of the night including Spiderman's vicious attack on the drone. "Uhhh…Sorry?" Peter said sheepishly. "How does the accused whish to defend their actions?" Reed and Matt decided to take the lead on this with Reed being the speaker.

"The defense does admit that the events brought to light did indeed transpire. They regret their decision and would like to offer restitution." At these words Johnny looked up, confused. Peter saw his expression and decided to clarify. "He means we have to say were sorry. Maybe if we apologize we can fix this without turning it into an 'aliens vs. human' catastrophe." Johnny sighed seeing the logic in that. They both turned to face Ronan. Before they could apologize Ronan stood up. "The verdict had been reached. The accused are declared guilty of all crimes and are to be executed." "Wait isn't there another way to settle this!?" Spiderman exclaimed, not liking the decision one bit. "The verdict has been reached. Due to your acts of aggression against the Kree Empire you have been dubbed as hostile threats and you will be terminated as such. Ronan banged his hammer against the floor of his throne as two door opened on either side of the coliseum. Several metal spheres about the size of a person rolled out of the doors. The spheres rolled around the accused group of heroes. Spiderman's spider-sense was flaring up like crazy and he desperately tried to use his talons to finish breaking his cuffs. He was more than halfway done when MJ called out. "Peter look out!" Said teen world around and saw the spheres transform into what looked like mechanical lions. "Oh Fuck!" Peter started to stretch the cuffs with all the muscles he had to rip the cuffs apart.

Johnny was also trying his best to lite himself on fire in an attempt to break free as well. "Damn collar!" The machines began to circle the duo snarling as they did so. One of the machines leapt forward to devour the young heroes, but it was repelled by an invisible force field. The machine bounced on the ground before regaining its balance. Torch and Spiderman looked up to see the invisible woman leap onto one of her invisible disks and rode it to the ground floor of the coliseum. The thing jumped down from the floating platform and landed on the ground with a resounding thud. "Of course you two numb-skulls would get us into this mess!" "You guys don't have to be here this is our fault!" Johnny spoke up attempting to spare his teammates his fate. Another machine leapt towards Spiderman before it was grabbed by the Thing in mid air and slammed into the ground. "You sure you want us to leave?" Ben questioned. Spiderman and Torch looked at each other before Peter responded. "You can stay if you like!" The Thing let a smirk form on his face as he hurled the machine into a coliseum wall. Mr. Fantastic stretched himself down to the coliseum floor before resuming his original form. Daredevil also landed in the coliseum readying his Billy clubs for a fight.

"If you stand with the accused, you will share their fate!" "Ahh! Can it Papa Smurf!" Ben grabbed one of the lion-like machines and hurled it at Ronan. The Kree simply raised his hammer before a shield of blue energy rippled in front of him. The makeshift projectile slammed into the force field. "Very well. You have all been declared as enemies of the Kree Empire. You shall all be executed here and now!" The giant blue alien leapt from the podium and landed on the coliseum floor. He raised his weapon as he marched towards the group of heroes. Another mechanical lion leapt at the distracted group but it was felled by a blast of webbing that struck its face. The group looked at Spiderman who gestured up to the platform where MJ stood. She currently held a spare of Peter's web-shooters attached to her wrist. Peter smiled at this. 'She's a pretty good shot!' Peter had finally weekend the cuffs enough to break free before he unsheathed his claws to slice the cuffs off Johnny's hands as well. Spiderman gripped the collar but found it was stringer than the cuffs. 'Guess this s staying on for now.' Peter saw from his peripheral vision that Johnny was at least able to partially coat himself in flames.

Peter kept his claws unsheathed as he prepared to fight off the machines. The creatures snarled at their prey. Ronan stomped forward, standing about two meters behind the mechanical monsters. He raised his hammer before pointing it at the group. "You will perish here!" Ronan slammed his hammer into the ground causing a massive blast to emanate from the hammer's tip. Thinking fast the Invisible Woman leapt forward and projected a force bubble to act as a shield. The energy slammed into the shield creating a shockwave that rippled across the arena. The force bubble held for the majority of the attack before it shattered under the attack from Ronan's weapon. Susan was sent hurtling back several feet. Reed and Johnny looked in shock at the event that had just occurred. "Susan!" "Sis!" Reed and Johnny cried out respectively. The Invisible woman laid on the ground unmoving as Ronan stomped forward. "Now the execution can begin!"

**Cliffhanger! Sorry I haven't been updating as much as I wish had been. I'll try to finish the next chapter soon and then I'll try to work on my other stories, though with school and my new job these updates will be slower but keep your eyes open for them. **


	30. Chapter 30: Trial Part 2

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 30**

**Trial Part 2**

**Central Park **

Ronan stood over the unconscious form of the Invisible Woman, his hammer raised to deliver a killing blow. As he brought the weapon down a massive blast of flame slammed into the alien's body. The force of the flames pushed Ronan back several feet, forcing him to a knee. Using his hammer Ronan formed a shield of energy that dispersed the flames. He looked up from his downed position to see Johnny Storm's partially burning body. "Back away from my sister!" Peter Leapt into action leaping onto one of the machines as he grappled it to the ground. His claws popped out as he stabbed them into the machine's jaw wrenching it from its body. "Like that you metal fuckers!?" The thing followed suit as he smashed another machine into the ground on his way to smash Ronan. Said blue alien raised his hammer and slammed it into the ground causing a shockwave to form.

The group of assembled heroes was forced back as Ronan rose to his feet. He stomped forward but was halted as a blast of webbing impacted his face. The large alien stumbled back in an attempt to rip the obstruction from his face. The group of heroes looked up to see MJ firing off several web shots that began to stall and hold the mechanical monsters. Daredevil took ad advantage of the distraction and dashed towards Ronan. By the time the large alien had removed the webbing that blocked his sight, Dare devil had leapt into the air. The red clad vigilante slammed both his feet into the chest of the blue alien, making him stagger. Ben Grimm pushed the advantage by rushing the self-proclaimed accuser. The orange stoned hero slammed into Ronan before the two began to trade superhuman blows. It was clear that Ben had the superior strength, but Ronan was far more capable in combat, delivering several brutal blows to the orange clad hero. Ben was sent flying by a blow from Ronan's hammer, causing him to slam into a wall. Ronan rushed towards the group of assembled heroes. Wielding his hammer, the Kree warrior charged their ranks.

Mr. Fantastic launched himself forward, tackling the blue warrior to the ground. Reed extended his body to constrict the blue alien like a python. He began to tighten his grip as Ronan struggled to break free. "Unhand me you human!" "Stand down Ronan!" The alien continued to struggle against his captor as Ben rushed back into the fight. The Thing slammed into Ronan, pounding his face while Reed held him in place.

While the two members of the Fantastic Four struggled against Ronan, Spiderman and the remaining heroes (MJ included, still on the floating platform) where smashing through the remaining robots that had surrounded them. Susan Storm had recovered from her previous state and was now aiding her brother against a small group of mechanical lions. Daredevil and Spiderman leapt over several machines, the wall crawler unleashing a slew of webbing over the metal killers in an effort to slow them down. Daredevil slammed his Billy clubs down on the head of one of the machines, causing it to stagger back. Matt rushed forward slamming his weapon into the creatures jaw before pushing forward on the metal baton. The machine's jaw snapped off as the pressure became too much for it to bear. Spiderman moved into action tackling the wounded machine before digging his claws into its stomach. Using his super-human strength Peter tore through its armor as he began to rip the beast in two. "Go to Hell you robotic pests!" Peter tore the machine in half before hurling the two pieces at the remaining machines. Daredevil joined his agile ally in damaging more mechanical lions by whirling his Billy clubs at the faces of the machines. His red weapon slammed into machine's mouth cracking the metal in the process.

Daredevil wrapped the cords of his main weapon around the neck of one of the creatures. Matt pulled on the cord dragging the creature around as he rode it like a makeshift bull. The machine plowed through another robot as Daredevil guided it towards Ronan. The blue alien simply gripped his hammer as he directed a blast of energy at the rogue lion and the two FF members who had him pinned. The blast wave sent Daredevil and Mister Fantastic across the coliseum. Ben skidded across the coliseum floor, burying his fist into the floor. "Dammit!" The Thing rushed forward, attempting to deliver a Haymaker at the giant Kree. His attack however was blocked by the alien who retaliated by swinging his hammer into the orange goliath's stomach.

Ben was sent hurtling back from the force of the blow, slamming into the coliseum wall. Piles of rubble fell on top of the orange hero, burying him under the stone debris. "Ben!" Johnny exclaimed as he saw his friend buried under a small mountain of rocks. The Human Torch's body fully burst into flames as his anger skyrocketed. "You son of a Bitch!" Johnny rocketed forward slamming into the blue judge with the force of a rocket. The impact sent Ronan hurtling back onto the ground. Johnny continued his attack by unleashing a torrent of flames at the alien, bathing him in a stream of fire. Ronan grunted under the heat and force of the attack, barely managing to raise his hammer in self-defense. The metallic weapon released a bright light before a sphere of energy encompassed the executioner in a protective force field. The flames seared over the edge of the bubble, Ronan slowly rose to his feet as he prepared for a retaliatory attack.

Johnny only increased his attack, the flames burning over his body increasing in intensity. As Johnny burned, so did the collar. The alien device began to burn and sear as Johnny increased his body heat to near Super-Nova levels. Peter and the other humans could only watch in awe as the heat inside the coliseum began to approach that of the Sahara desert at its peak. Spiderman had to leap back as stray flames danced around the arena. MJ's flying platform rose in the air startling the redhead and causing her to cling to the railing even tighter than before. Spiderman saw his friend's predicament and leapt to her aid, firing off a web-line to bring himself to her height. Spiderman landed on the platform before grabbing the scared teen. Peter leapt from the platform, taking MJ with him. Peter landed on the ground before setting his scared friend down on the floor. Mary Jane was panting in exhilaration at the turn of events. "You okay?" Peter asked gently as he placed his hand on his friend's shoulder. MJ nodded weakly before shouting. "Look out!" Spiderman whirled around in time to fire off a shot of impact webbing that slammed into the face of one of the animalistic robots.

Spiderman turned to see the rest of the FF recovering, including Ben who was currently removing a large slab of rock from his back. Johnny's attack was now beginning to weaken as Ronnan's personal force field allowed him to approach the young pyrokinetic. Johnny began to retreat from his position by slowly stepping back. Ronnan continued to march forward, preparing his hammer for another attack. Seeing what was coming, The Invisible Woman projected a compressed force bubble in her right hand. "Not on your life you bastard!" Susan hurled the compressed force field at the blue alien slamming into the accuser's force field. The field began to rupture as the unexpected projectile collided with the field of energy. Ronnan saw the sudden influx of energy tearing apart his already weakened shield and moved to evade the inevitable. He dived to the side avoiding the onslaught of flames that bathed the arena in fire. Ronnan rose to his feet as the flames died out to reveal an exhausted Johnny panting on the arena floor.

Ronnan revealed a viscious smirk as he raised his hammer, energy swirling around the mallet's head. Before Ronnan could deliver the finishing blow, a mechanical lion, ridden by Daredevil, slammed into the blue gladiator. Ronnan was knocked off his feet as the machine struggled to remove the red hero from its back. Ronnan slammed his fist into the machine's body before throwing it off. Daredevil flipped off the back of the machine before landing gracefully on the sandy floor of the coliseum. The machine was not as lucky. The robotic animal crash-landed into the coliseum stands, right next to the crowd of Kree citizens. Spiderman and the assembled humans looked up in horror as they realized that the machine was still functional. To make matters worse, the machine had set its sights on the defenseless citizens in the stands. Ronnan saw what his actions had caused as he screamed in horror. "NOOO!" The crowd of civilians scattered in fear barreling through each other as the rogue machine stalked through the bleachers of the stands.

A smaller alien child was petrified as the mechanical menace prowled towards him. The machine's jaw opened into three separate pieces filled with razor sharp teeth. The creature snarled as the little boy backed away, tears forming at the corner of his eyes. Acting without thinking, Spiderman leapt into the stands, tackling the predator. The mechanical killer snarled as it attempted to shake the red and black hero from its back. Seeing his ally's actions, Johnny burst into flames as he fired off towards the stands. The Human torch slammed into the side of the machine, Spiderman leaping into the air to avoid the attack, sending it smashing further into the coliseum walls. Peter landed near the frightened alien before scooping him up and leaping towards the remaining Kree citizens. He dropped the boy in the arms of a frightened Kree citizen before sprinting back to help Johnny.

Spiderman unsheathed his claws as he rushed towards the mechanical lion. Said machine was attempting to rip apart the flaming human, but it only succeeded in missing the young teen as he dived to the side. Johnny rolled to his feet before unleashing a torrent of flames at the machine searing the beast's metal skin. The creature was forced back several feet as its claws dug into the ground in a vain attempt to brace itself.

"Keep it up Torch!" Peter exclaimed as he landed near the battle. He prepped his web-shooters for another load of impact webbing as he watched the fierce assault that Johnny was currently unleashing. The mad machine struggled to break free from the inferno as it stalked forward. The beast finally escaped the flames by leaping into the air, surprising both Johnny and Spiderman. The machine landed near the edge of the stands, snarling at the two heroes. The two super-humans were amazed at how the monster was able to remain active as most of its skin and outer wiring were melted or incinerated. The mechanical lion let out one last snarl before it leapt towards the duo. Before either could retaliate a blast of pure energy erupted from the coliseum floor, smashing into the beast's side. The machine shattered under the sheer power of the blast as it and the wall behind it exploded in a blast of blue light.

The assembled heroes looked towards the source of the attack and saw Ronnan standing on the coliseum floor, hammer smoking. The blue alien lowered his weapon as he looked at the accused group of heroes. Seeing his gaze lock onto them, Johnny and Peter readied themselves for an attack. Ronnan glared at them for a moment before looking up at the coliseum's roof. As he did, a blue light began to emit from the room's ceiling. Ronnan lowered his weapon as the light shined above him, informing of its new decision. "Supreme Intelligence, what shall the new verdict be?" The light began to pulsate before a distorted voice was heard (only by Ronnan). **"They are still a danger to the Kree Empire…they will be eliminated in due time…however their actions here today have earned them amnesty." **Ronnan nodded his head in understanding before he spoke again. "Supreme Intelligence…what use do they serve to us? They have proven themselves to be honorable, but I see little use in their potential." **"They may prove themselves a useful distraction for the Chituari and a potential ally against the Destroyer." **Ronnan gripped his weapon tighter at the mention of the latter. "You believe they could aid us?" **"If not…they will be able to stall its approach to the Kree Empire. For now they will receive a neutral sentence. Our contact in the human's space exploration program has fulfilled his purpose. Soon we will decide on the fate of the humans as a whole." **Ronnan nodded his head at his leader's decision before he turned his attention back to the earthbound heroes.

"The Supreme Intelligence has spoken. The assembled humans are to be released from holding, and their impending execution suspended." The crowd began to murmur amongst themselves before Ronnan slammed his hammer on the ground, silencing the voices of the citizens. "The Supreme Intelligence has spoken! The accused are freed from their charges." The members of the FF looked at the blue alien in surprise. "Why did you do this Ronnan!? What purpose did it serve!?" The blue alien ignored Mister Fantastic's question and walked towards the throne at the edge of the coliseum. He banged the butt of his hammer onto the floor in front of the throne causing the ground to rise, lifting him onto his throne. Ronnan sat down on his throne before he spoke again.

"Your heroism has earned you amnesty for your crimes. But if you continue your acts of aggression against the Kree Empire then we will finish what we started." Before any of the assembled heroes could speak up, a flash of white light envelope the group. When the light faded the assembled heroes had vanished, leaving the coliseum empty of humans.

…**..**

**Central Park**

A white flash enveloped the grounds of Central Park bathing the area in a white glow. The glow soon dissipated to reveal seven figures standing in the middle of a slightly burned area. The FF looked around the area to see no sign of the Kree ship. Spiderman looked around and saw where they were. "What the hell!?" MJ exclaimed. Reed attempted to calm the redhead by explaining the situation. "Miss! Please calm down! You were simply teleported inside an alien vessel that was attempting to j-" "It was attempting to kill my friend!" MJ exclaimed, not liking the explanation that was given.

Peter decided to intervene as he pulled MJ to the side to calm her down. "C'mon MJ please just chill out!" MJ shook her head furiously as she broke free from Peter's grip. "Peter they could have killed you! How am I suppose to calm down from that!?" The remaining heroes looked at Spiderman questioningly. "Peter due you know her?" Sue asked. MJ immediately realized that she had called Peter by his name and quickly shut her mouth. Peter looked at her sympathetically before removing his mask. "MJ it's cool! They know!" Upon hearing that she hadn't botched her friend's true identity, Mary Jane let out a huge sigh of relief. Seeing her calm down Peter turned to look at his heroic allies before speaking.

"Don't worry, I got this. You guys just head on home, I'll call later." Peter then turned his attention to Matt before speaking again. "Sorry about dragging you all the way out here DD." The red vigilante just shook his head in exasperation. "Next time a little prior warning would be nice…but glad I could help. I don't suppose I could get a ride back to Hell's Kitchen, could I?" Reed smiled at this before nodding his head. "I believe we owe you that much. Let's go get the Fantastic Car."

After saying their goodbyes, the FF and Daredevil left the area to recover their ride. Spiderman turned his attention back to his beautiful friend and noticed that she looked kind of embarrassed. "Hey don't sweat it…they already knew my identity so it's no big deal." MJ looked down at her feet, still mortified at her blunder. Peter sighed before putting on his mask. He walked forward before wrapping his arm around MJ's waist, surprising the young teen. "Peter what are you doing!?" The masked vigilante didn't respond as he leapt into the air taking the startled redhead with him.

He fired off a web-line and started to swing through the air of New York City. "Peter let me go!" MJ screamed as they continued to zip through the air. "Y'know that's a pretty poor choice of words, right!?" Spiderman said as he continued to his destination. Upon realizing what she had said MJ looked down to see cars and people zip by. She finally took the time to see what the city was like from Peter's perspective. How tiny everything looked yet how beautiful it was as well. "Amazing…" MJ said as they rounded the corner of a building. Peter smirked under his mask after hearing the comment.

"Yeah. Its pretty cool right?" MJ wordlessly nodded her head as her mouth hung open in awe. ''This is how you see things…this is incredible!" "I know right!?" Peter swung through the city until he entered the suburban area of Queens, conveniently where his neighborhood was located. "Peter where are we headed!?'' "Home of course!" The web-slinger landed on the roof of Mary Jane's house before setting her down. The young woman took a few minutes to recover her breath as she calmed down from the adrenaline rush the web swinging had given her.

"That…was…" "Amazing?" Peter said in a matter-of-fact tone. "Hell Yeah! Can we do that again!? That was so awesome! We have to do it again! Please!?" Peter had to take a few steps back to avoid how close MJ was getting to him. He finally grasped her shoulders to stop her progress so he wouldn't walk off the roof. "MJ! Chill! I can take you web swinging anytime! Just tone down the excitement will you?" The redhead nodded her head vigorously in response. ''That was pretty awesome though, wasn't it?" MJ had to hold her hand over her mouth to prevent herself from screaming in excitement, but the joy in her eyes said it all.

After about five minutes of pacing on the roof, the redhead finally fell on the roofs edge, feet dangling off, to enjoy the night. "I wish I could do that!" She said as Peter removed his mask and sat down next to her. "Yeah…but then it wouldn't be so special then…huh?" MJ nodded her head, a light smile dotting her face. "So…tonight was exciting…" Peter smiled as he looked at her. "That is the understatement of the year." MJ giggled at this making Peter smile. "That laugh is pretty cute, y'know?" MJ blushed at this as she looked down at the ground. "Thanks…" Peter smile at this as he stared at the redhead.

"Thanks." MJ looked surprise at Peter's sudden gratitude. "For what?" Peter looked out over the city from the low perch on the house. He could see so much more than anyone else, and that wasn't because of his enhanced sight. He had seen plenty of bad from his city, but he saw plenty of good in it too. "Well…for everything that you've helped me with. For keeping my secret…for helping me with my vigilante life…for helping me through Gwen's death…just everything you helped me through." MJ smiled at Peter as she leaned her head against his shoulder. "Well…you can pay me back with another web-swing some time." A small smile graced the young-man's face. "I'll do you one better…" MJ looked at the teen surprised by his words. "Knowing you…are you asking me out?" MJ asked, a sly smile spreading across her lips. Peter blushed a little bit before nodding. ''I guess I am.'' MJ smiled at this before speaking again. ''Sure! Next time we get a day off…let's get dinner.'' ''My treat.'' Peter responded. The redhead's smile only widened. Peter looked at her before slowly closing the distance between the two. MJ responded in kind as both teen's lips touched. The kiss lasted about ten seconds before they broke it.

Peter smiled at the redhead as he helped her into her room. "Sure you don't want to stay the night?" MJ asked with a sly smile. Peter returned the gesture with his own smile. "Kinda aggressive don't you think?" "I thought you were all about that…" Peter smiled one last time before he pulled on his mask. "Yeah…but I like to take the good things in life slow." MJ smiled at this before waving goodbye as Spiderman leapt from the window and swung towards his own house.

…

**Four Days Later, Warehouse**

Peter lounged on his back while sitting on the sofa, flipping through the Newspaper that had been published by the Daily Bugle. MJ sat at the computer monitor looking over the security cameras that dotted the city. "Still nothing Tiger." "Slow day huh?" MJ nodded her head as she read the Daily Bugle online. "Still nothing on Hammer or the Beetle…? Man Peter! Your bad guys have a pretty solid way of keeping themselves scarce." "Speaking of scarce… still no word from Liz or Harry?" MJ looked sympathetically at her boyfriend as she got up from the terminal and sat down next to Peter on the armrest of the couch. "Liz has shown up at school…but she's been completely anti-social! Even Harry hasn't shown up yet!" Peter grimaced at this news.

"Shit!" Peter got up from the couch to stretch his legs. "Maybe I should call Jess to get some intel on some of them." MJ nodded her head in agreement. "Yeah…she's got the whole SHEILD clearance thing." Peter walked towards the terminal before he sat down in its chair. "So lets see what the news has got." Peter pulled up NYC's new channels to see any good leads to follow. So far nothing had come up about Hammer or any big corporation. Peter sighed, as he now had no vigilante business to attend to. "Well this is going to be one boring day." He declared. MJ laughed at this before she pulled out the newspaper and began to read it more thoroughly. "Hey Peter…" "Yeah?" "You said that Fury wanted to talk to you about a what again? Mini- Avengers?" "I think it was called something else but yeah." "Do ou know anyone else other than you and Jess?" Peter stopped his web browsing to look up at the ceiling in thought. "I think he said he had a couple of others in mind. I know there's me, Jess, one of her partners…and that's it." MJ nodded her head in understanding. "So you have no idea who you're future teammates will be? That seems unwise." Peter sighed as he leaned back in his chair. "Fury doesn't even know if he's making this junior league of heroes…so I don't even care at this point." MJ smiled before she got up from the couch and moved towards Peter. She wrapped her arms around his neck before kissing his cheek. "You need to work on your lying…at least to me." Peter smiled as hi girlfriend giggled. "Yeah…I might need to get some practice on that." Before either one of them could speak further a loud beeping noise was heard from Peter's workbench.

"What's that?" MJ asked as she approached Peter's phone. "Who's calling MJ?" MJ looked up at Peter with a surprised and somewhat relieved look. "MJ?" Peter asked, curious about her mood. "Its Harry!" Peter literally leapt from his seat and snatched the phone from MJ to make sure she was not kidding him. Sure enough Harry's caller ID was present on his smart phone's screen. He clicked the answer button and spoke into the device. "Harry!?" "Hey Pete…" Harry's voice sounded exhausted and forced, needless to say, this made Peter concerned. "Harry is everything okay?" "Yeah to be honest…I'm feeling a lot better than I have in days. Listen man…can we meet? I need to talk to you about something." "Yeah man sure! Where do you want to meet?" "Meet outside of our usual coffee spot. I'll see you there." Harry suddenly hung up the phone before Peter could respond.

"Is everything okay?" MJ asked. "Yeah…I think…Harry wants me and him to meet for coffee at Julian's. Something feels off, but I gotta help him out." MJ nodded her head in understanding.

…**.**

**Julian's Coffee, 2 Hours Later**

Peter approached the coffee shop from the street but saw no sign of Harry. 'Where are you man!?' Peter thought to himself. Peter walked into the café and requested an outside table as well as reserving a seat for Harry. Peter sat at his spot and ordered something to drink before he viewed his surroundings. Ever since the cross-breed invasion, Peter took every chance to view his surroundings for any signs of danger or abnormalities. He saw cars passing by in the streets, constantly stopping and starting due to the annoying traffic. People walked on the sidewalks mingling or just minding their own business. Peter's phone rang again and this time there was no caller ID.

Peter answered the phone cautious of whoever was on the other line. "Hello?" peter asked hesitantly. "Hello Mr. Parker." "Who is this?" "An aquaintance of Sergei Kravenoff. My name is Ezekiel Sims." Peter's ears perked at the mention of Kraven, but kept his voice leveled. "And what do you want with me?" There was a brief moment of silence that followed after the question. "Nothing yet. But I believe a warning is in order." Peter narrowed his eyes s he spoke into the phone. "If your trying to threaten me that's n-" "Threaten you!? My boy I'm trying to save you! There are forces that you don't understand…and they are coming. I wish to give you aid. See a woman named Cassandra Webb. Until then be careful…the creatures you will face with be far more deadly than anything before." The phone cut off before Peter had a chance to speak, effectively ending the conversation.

'What the Hell was that!?" Peter muttered as he closed his phone. He looked over the café but still saw no sign of Harry. 'Damn it Harry!' Peter was just about to ask for a check when his spider-sense went off. He immediately went on alert as he scanned over the café and its customers. A screeching of a chair in front of him drew his attention. "Harry!?" Peter exclaimed as his friend plopped down on the metal chair. "Hey Pete, you look like you've seen a ghost." Harry smirked at his comment as Peter gazed at his friend. Harry sounded way better than he did on the phone. He looked healthier too. He seemed to have grown an extra two inches and his muscle mass seemed to have increased slightly. "Harry…you hit a growth spurt or something?" Harry looked at himself and smiled. "What? How is this different when it happened to you a few months back? I guess were both just b

late bloomers." Harry ordered some coffee from the waitress and watched as she walked away. "She was kinda cute right?" "I guess…" Harry was definitely acting strange.

"Is everything okay man?" Harry looked up at Peter and simply smiled. "Pete I have never felt better in my life!" Peter smiled at his friend's sudden enthusiasm, but inside Peter knew something was wrong. "Hey Harry…have you heard anything from Liz? We haven't talked to her in days and I was wondering…" "Liz and I broke up." It was such a deadpanned statement that Peter stood still in shock. A minute passed before Peter could come up with a response. "Oh…" "Yeah. Its complicated…so what's new with you?" "Not much…" They began to idly chit-chat through out the rest of their meeting. Every question Peter asked harry would give a half response. Peter also noticed through out the conversation Harry's eyes were constantly darting to the street as if in search for something. Peter followed his gaze and glanced into the street. He saw nothing out of the usual but decided to ask his friend anyway. "Harry are you in trouble?" Harry turned back to Peter before shrugging his shoulders. "Maybe…" Peter looked back into the street and saw a black van pull up to the curb. Harry tensed as the van opened to reveal several men dressed in black business suits. "Harry…what aren't you telling me?" Peter glanced at his friend who buy now was standing up.

The men in suits saw the young Osborn and moved to confront him. Harry walked towards the edge of the café where one of the waitresses was trying to tell the men that they could not enter. On of the suits roughly shoved the girl out of his way, causing a small commotion. The other men walked in after him as Harry stood near the table. "Mr. Osborn we need you to come with us." Harry didn't waver and instead stood firm in front of the intimidating men. "I'm sorry but I can't. I'm spending time with my friend so you…and your pals…can fuck off!" The suits didn't take kindly to the young man's words. Peter's spider-sense flared to life as one of the men drew a metal baton from his jacket pocket. Before Peter could retaliate Harry blocked the attack and slammed the man with a palm strike to the chest.

The suit flew back about ten feet before slamming into the black van, denting the metal and smashing the windows. Peter gawked in surprise at the damage harry had caused. The other men rushed into action, several drew more batons while others drew stun-guns. Harry blocked another baton strike before stomp kicking him into the path of another suit sending them sprawling on the ground. A man with the stun-gun fired the Taser at Harry's back. The teen grunted as electricity coursed through his body. Harry grabbed the cords that protruded from his back before he pulled on the cords, dragging the unfortunate suit with him. A fist collided with the man's face sending him careening through the shops glass. "Harry what the Hell is happening!?" The enraged teenager glared at Peter who's spider-sense began to blare inside his skull.

Harry rushed forward before striking Peter in the chest. The force of the blow sent him smashing through several of tables, scattering the customers in the process. Peter slowly picked him self up from the ground, his spider-sense continued to pound inside his head like a drum. The young teen looked ups to see harry slowly approaching him. "All those times I defended you in middle school and now I'm gonna kick your ass!" Harry shot his hand forward wrapping it round Peter's throat. He hoisted the brown haired teen off the ground before slamming him down on it. Peter coughed from the force of the impact as he struggled to break free. "H-harry…Why!?' he chocked out as hi former friend simply grinned. "Because I can Pete…nothing more nothing less. Once I'm done with you and Liz, I'll pay my dad a visit…who knows maybe Ill put Flash out of his misery." Peter's grip tightened as he struggled to escape his friend's grasp. "After him…don't know…Gwen's in the ground…but MJ…maybe I'll pay her a visit!" That last comment struck the nerve that Peter needed.

Channeling every ounce of aggression he could muster Peter intensified the grip on Harry's arm until the boy's face turned from cocky to confused. Peter's grip had become stronger than Harry had anticipated. He knew his childhood friend had gotten tougher over the past few months but now hew was almost as strong as Harry. "Wha-!?" Before Harry could finish his sentence a fist struck him head on, flooring the teen. Peter fell to the ground gasping for air as he grabbed a nearby table by it leg. He whirled around and brought the make-shift club down on his friend smashing it to pieces. Harry let out a surprised grunt of pain, but shrugged off the attack. He tried to punch Peter, but the more experienced super-human easily avoided the attack. "Harry you've gone crazy!" "No!" Harry grabbed another table and chucked it at his friend only to see it smash against the wall Peter had previously clung to. "I've never been more clear!" By now Harry's skin had started to glow with a slight orange hue. His skin began to flake like pieces of burning wood as his hands lit on fire. "I'm not weak and pathetic anymore! I'm strong!" Harry chucked a ball of fire at peter who nimbly dodged the incendiary attack. The flame bomb detonated against the building causing bits of burning debris to litter the area. Peter leapt away from the incoming projectiles, but Harry wasn't as lucky. The remains of the building slammed down on the teen much to Peter's horror. "Haaaarrrry!" the building collapsed as brick upon brick piled down on what used to be a café's padio.

Peter had to leap onto the adjacent building to avoid the collapsing structure. By now the police and fire truck had arrived on the scene to investigate and help anyone at the scene of the fight. Peter quickly scurried up the building before he leapt into the air and made his way to his warehouse. He didn't care that he wasn't in costume or that someone else could see him, his mind was currently on what had happened to his best friend. He finally arrived at the warehouse before entering through the skylight. Mary Jane was currently using the terminal, which was set to the security cameras in the traffic light to look at what had been Julian's Café. "MJ!" The redhead jumped in her seat at the sudden voice, but quickly recovered when sjhe realized it was his boyfriend.

"Peter what happened? Is Harry okay!?" Peter stormed past his girlfriend to view the monitor, looking for any sign of his murderous friend. "Harry did this! Something happened to him and I need to find out what!" MJ looked stunned by the sudden news before she grimly walked next to Peter. "Peter Liz called and she wants to talk to us. Both of us." "It's going to have to wait. Harry has powers now and he's on the warpath! He said he was going to kill me and you and L-! Oh god Liz! She's in danger!" MJ sat down in the terminal as she pulled up the cameras in the city. "GO. Ill monitor you from here. Stop Harry…but please don't kill him." Peter looked down sympathetically before he responded with clear resolve. "I won't."

…**..**

**New York City**

Liz Allen walked down the street, trying to get home as fast as possible without drawing attention to herself. She had to leave her house to get some personal items but she nearly lost control while she was away. Her mother couldn't get her supplies because of work and now she was running the risk of burning down an entire city block. 'Just my luck! I have to get home before I start burning anything!' Liz had been so lost in thought that she failed to notice that she was walking straight towards an unruly looking man. The man didn't seem to notice what was happening as his attention was held on the bottle of alcohol She collided with the man, causing him to drop the bottle on the side walk were it shattered, spilling its contents on the street.

"Heeeey…! Wah was that fuuur…" The man slurred out as he grabbed Liz's hand. The blonde haired girl struggled to remove herself from the man's admittedly strong grip. "Yuuuur gonna buy me anuthur bottle lady…" he slurred out. Liz cringed as the stench of alcohol emanated from the man. Liz tried to remove the man from her wrist but to no avail. "Please let go for your own good! Please!" By now Liz's cries of concern had attracted a small crowd of people. "Hey buddy why are harassing this chick?" A well meaning pedestrian asked as he gripped the man's shoulder to gain his attention. The man jerked his head towards the interloper before he started to speak. "Heeey mind yaaah own buisssneess….!" He slurred. By now the small crowd had drawn in a passing police cruiser who's residents exited their vehicle to assess the parted through until they reached the center. "What's going on here?" An older lady decided to answer. "This man here was harassing this young girl!" The police officer saw nodding from the crowd and approached the man. "Sir is this true?" "She spiiilt maaah buttle!" The second officer put his head in his hand as he sighed. "Just another public intoxication charge then…" "Don't sound so disappointed rookie." Liz was finally separated from the drunk with the help of police. "Ma'am were going to need your statement." "No! I need to get home!" "Ma'am if you would please come with us n-" "No! Just stay back!" Liz could feel it approaching. Her hand began to glow with a faint light as the air around her began to heat up.

"Please just get away!" By now the police and the crowd had noticed the girl's glowing hands. "Hey what is she do-" Before Liz could stop a blast of raw heat and energy erupted from her hands smashing into the crowd and scattering them to the ground. "She's a mutant!" The crowd of once concerned citizens was now quickly turning into a small mob. "Alright lady! You're coming with us!" One of the police officers drew his gun and his handcuffs. "NO! I haven't done anything wrong!" "She tried to kill us!" "Get her!" the crowd was now getting bigger and louder. The combined stress of the previous moment and the current situation was currently becoming too much. "Please! Leave me alone!" A blast of orange energy burst forth from Liz's body slamming into the crowd.

Jackets were set ablaze as people scrambled to remove some of their burning clothing. Liz took the opportunity to dart away from the scene and dash towards a nearby alley. At this point even the scary and mugger filled alleys seemed safer to Liz then the crowded new York streets. She ran until she was out of breath and collapsed on her knees. 'This is a nightmare!' she screamed inside her head as tears ran down her eyes. "You know I really hate to see girls cry…and seeing you cry is even worse." Liz whirled around in startled surprise as she unleashed a blast of heat that slammed into a wall. A shadowy figure leapt to the ground after avoiding the attack. "Hey! I'm not going to hurt you!" "Please just keep away! I didn't mean to hurt them! I can't control it!" The figure stepped closer as Liz backed into a wall. "You don't need to be afraid. I'm not going to hurt you, I want to help you." Spiderman stepped into the dimly lit alley revealing himself to Liz. The blonde haired girl seemed even more scared now. Spiderman had to admit he had forgotten that he was still seen as a violent vigilante that beat the tar out of criminals. Super powered or normal. "Don't hurt me! I didn't mean to hurt those people! They scared me and I lashed out!" "I know what happened I saw from a distance! I'm not going to hurt you or turn you into the police!" Liz didn't believe him as she sprinted off down the alley-way. "Liz!" Peter leapt into the air before clinging to the alley wall. He sprint-crawled as he chased after his friend.

"Peter! You have to get her to stop running or she'll head into another crowd or worse Harry!" "I know!" "When this is over we need to work on your public image! Because so far you scare people shitless!" "I know!" Peter said, as he felt exasperated from the conversation of his public image. He jumped onto another wall as he continued to tail his frightened friend. 'This is getting old!' Peter thought as he aimed a web-shooter at Liz. He fired off a web-blast in the form of a net to catch Liz. The net landed on his target but immediately began to burn as Liz's body began to glow with a bright orange light. The net of webbing burst into flames as Liz scrambled to her feet. "That was unexpected…" Peter grumbled as his job wasn't finished.

Liz continued to run down the street until Spiderman landed in front of her causing her to stumble back in terror. "NO!" she screamed as she crawled back. Peter was seriously losing his patience. Try as he might to be sympathetic about ones powers, Liz's screaming and running wasn't helping his mood. 'I gotta calm her down somehow!' "Liz I'm not going to hurt you! I wouldn't hurt my friends!" By now Liz was up against the wall as tears fell from her eyes. "Please just leave me alone!'' Peter grimaced under his mask, he hated to see one of his friends in this type of situation. "Got no choice I guess…" Liz looked up at him in fear as he muttered those words. Peter grabbed the edge of his mask before pulling it up so it rested on his forehead.

"P-peter…!?" Liz asked in utter shock. Peter nodded his head before grabbing Liz by the shoulders. "I'll explain everything but for now I need to get you somewhere safe!" Liz dumbly nodded her head as she remained in shock. Peter picked up his friend and lifted her over his shoulder. "Just close your eyes and hold on tight!" Peter pulled on his mask and fired a web-line at the nearest building.

Spiderman leapt into thee air, taking Liz with him. He could feel the blonde's grip tighten as he increased his speed. He swung around a building's edge and saw a small crowd of people had approached the scene of Liz's accident. 'This is not gonna go well!' Peter thought as he continued to swing towards his warehouse. "Just a little longer!" "Please hurry! Its…I can feel it coming again!" Peter could feel the heat radiating off his friend's body burning through his suit. "Shit!" Peter exclaimed.

By now they were swinging close to the warehouse, on a direct course towards the front. 'I need to find away to counter the explosion!' Peter's eyes roamed over the water near the edge of the warehouse's dock. "Liz! I need you to hold your breath!" "What!?" "Do it!" Spiderman swung towards the edge of the dock before releasing the web-line. The two teens plummeted towards the cold water. They slammed into the icy waters of the New York bay as Liz's body continued to glow. Spiderman could see his friend boiling the water around her but no explosion occurred.

Peter swam towards her before grabbing onto her lifeguard style. He tucked an arm under her as he began to swim to the surface. Both took huge gasps of air as they broke the water's surface. "What the hell Peter!?" Spiderman could see the steam rolling off the surface of the water surrounding Liz. "Well at least you didn't hurt anyone…" Peter said as he swam towards his distressed friend. He grabbed her by the waist as he began to back paddle towards the dock.

Mary Jane had seen the bright light that Liz had been emitting and rushed outside in time to see them swim back towards the dock. She picked up a thick tarp from off the remains of an old boat and rushed to the dock's edge to aid her friends. "Liz!" Mary Jane quickly helped peter lift her onto the docks before she wrapped the frightened girl in the boat tarp. Liz's body seemed to have lost it's abnormal glow and thus her appreciation for the warm tarp was much greater than she had expected. "Thanks MJ…." She said hesitantly. "Anything for a friend." MJ simply replied.

Peter stood over the two girls and coughed to gain their attention. The two girls looked at their vigilante friend as he motioned towards the warehouse. "Let's move this inside the warehouse for now. MJ I need you to check out any news on the airwaves right now." MJ nodded her head as she helped Liz towards their hideout.

MJ sat Liz down on the sofa as she moved to the terminal. Peter removed his soaked mask and placed it near a makeshift stove he had set up as an attachment to the warehouse's boiler room. He promptly sat down in front of the heater to dry off his soaked costume. Peter turned his attention away from his clothes to focus on Liz. "Liz… what happened back there?" The blonde girl remained silent for a moment before she outstretched her left hand. Her palm began to glow before a small flame began to burn in its center. "This happened…I'm a mutant…I'm a freak!" MJ turned around in her seat to glare at her friend.

"Liz! Mutants aren't freaks! You are not a freak nor a monster and don't you ever start to think that!" Peter only nodded his head agreement. "Listen Liz…when did this happen? I mean you've been gone for while… but I didn't think that this had happened!" Liz's tired look was replaced with a grim one before she spoke. "Yeah…mom was pretty shocked too…but she said it wasn't some accident…" "What do you mean Liz?" MJ asked as she walked towards the blonde.

The blonde teen closed her hand to diminish the flame in her palm. "My dad was a mutant…" "He was?" Peter asked, not very surprised. "Yeah… y'know my mom was pretty friendly with my Uncle Fred right?" "Yeah…you said he helped out after your sister's overdose right?" Liz reluctantly nodded her head in response to Peter's question. "He's not my uncle…he's my dad." MJ looked surprised while Peter tried to keep a neutral look. "Liz…who is your unc-father really?" Liz leaned forward while placing her elbows on her knees as she cupped her mouth with her hands. Peter and MJ could see tears flowing down her cheeks. My dad is Fred Dukes…the Blob."


	31. Chapter 31

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 31**

**Oscorp Labs**

Norman Osborn strode down the halls of his building, a sinister grin plastered across his face. The reason for his newfound joy was the devastation that his own son had caused mere hours ago. Harry had broken out of his so-called 'house arrest' to visit Peter with the intent on killing him. Norman's hired muscle was sent to recapture him, but in reality, Norman had sent them to trigger his son's rampage. The plan had worked gloriously from what Norman could see from the news.

The crazed businessman entered the lab of his esteemed scientist Dr. Morbius. The good doctor was out at the moment leaving Norman to his own devices, namely to dose himself with another sample of OZ. Norman proceeded to the nearest storage chamber that housed the glowing fluid. Norman removed a vile from the storage fridge before he loaded it into an ejection gun. He pressed the device against the flesh of his forearm before pressing the trigger. Norman grunted as he felt the serum course through his veins, burning his inside before reconstructing them again and again.

Norman's eyes briefly glowed orange before returning to their usual green. He removed the syringe gun from his arm before replacing the needle and arranging the tools as if they were never used. Norman left the lab room as he proceeded to his personal office. He needed to perfect several more plans if he wished for more success. He needed to ensure that the authorities did not catch Harry and that any witnesses to his son's rampage would be dealt with. Thankfully he had a very reliable assassin for that. He new for a fact that Parker probably survived the attack but he needed to make sure the boy was dealt with. ''Sorry Peter…it's just good business." Norman then began to chuckle manically as he walked down the hall.

…**..**

**Daily Bugle, The Next Day**

Peter Parker rode the elevator alongside several others as they rose to the top floor of the Daily Bugle. Peter's mind was currently focused on what his friend, Liz, had told him about her father. The Blob. One of the fiercest enforcers on the island nation of Genosha, home to over a hundred thousand mutants. Liz was currently staying at his warehouse with MJ. Her mother had called Liz in an attempt to find her daughter but Liz had ignored the call out of the fact that her mother had lied to her for years. MJ said she would stay with Liz to keep her company while Peter delivered some photos to his news editor, J. Jonah Jameson.

The elevator finally arrived at the top of the building and opened to allow its occupants to leave. Peter stepped out onto the floor of the office as he took in the bustling surroundings of the dozens of reporters and news writers that helped to create the famous New York newspaper. Peter smiled as he saw many of his fellow coworkers busily typing or calling up leads. 'Things never change.' He thought to himself.

"I don't care what the news says about a gas main leak I know there was something more that happened so get me a story or get out!" Peter looked towards the source of the shouting as many of the other reporters and journalists just rolled their eyes at the common occurrence. Peter walked towards the receptionist seated at a desk right outside the chief editor's room. "He's had his stress medication right Betty?" The brunette woman sitting at the desk nodded her head as she finished typing up a report. "He's ripping Phil a new one because he thinks a bigger story is at work here. Y'know that café explosion yesterday." "Right…" Peter said hesitantly. "Anyway…when is he going to be done with his rant? Some time in the next decade?" "I f were lucky kid. How's it going by the way? You seem to be spending more time here than at your other job. Did you get fired?" "Nope. But it never hurts to get paid for a good photo. Anyway where's Norah or Ned? They around?" Betty pointed towards the office behind her, indicting they were present in the room.

"Great." Peter grumbled. "It could be worse he could be yelling at you." A loud thumping noise was heard from the room next door before more shouting occurred. "And where the Hell is Parker with those photos!?" Peter sent a small glare towards Betty looked up at him apologetically. "Sorry kid." "Mrs. Brant next time you say something like that…please knock on wood three times so you don't jinx someone." Peter turned away from the older woman so he could face his second boss in his office.

"Hey JJ! How is my favorite angry reporter doing?" The man J. Jonah Jameson was an older man with black, graying hair that traveled into his small mustache. The man had a fire in his eyes that only seemed to make him older, yet stronger s well. "Cut the crap Parker! Photos! Now!" Peter sighed as he handed him the photos from his pocket. "Hey boss…" "What!?" The shouting of his boss did not deter Peter as he had faced it many times. "About the photos from the Roxxon c-" "I already submitted them to the police but I kept the copies! We need more evidence for later." "Later!?" Peter couldn't believe what he was hearing. Some insane businessman was violating people's rights and his boss was going to wait. "Jameson this cant' wait! We have proof that H-" Jonah cut him off before Peter could get to deep into a rant.

"Hammer is what? We have some photos and an illegal acclimation of proof. I know how these guys work kid! I protested against them! We need more! Something Hammer can't bury! Can't cover up! Can't bribe his way into a Jury's good side! That's what we need and we are going to get it! So don't tell me how to do my job when I have about thirty years more experience then you boy!" Peter stood still in shock from the pure force and determination that is employer held. "We'll find the proof but jumping the gun will only put us in hot water.'' Peter had to admit that he could see the logic in his statement. "For now keep looking for leads. Ned!" Peter turned his attention to see an older man with brown hair and a friendly smile. Alongside the man sat Norah Winters in her standard dress of jeans and a blouse covered by a brown jacket. Norah casually waved to Peter who returned the gesture half-heartedly. The other man decided to speak. "Nice speech boss but do you really want me on this gas leak story or the Hammer story?" "You find out what happened to that café! Norah you and Parker take the Hammer case!" Norah decide to speak up with a question of her own.

"What about the mutant attack that happened at Fifth?" "Mutant attack?" Peter questioned with fake curiosity. "Yeah some mutant chick attacked a crowd of people and fled." Peter inwardly growled as he heard the new piece of information. 'It wasn't her fault! She couldn't control her powers!' Peter thought as his fists clenched together. "I'll get someone else on it. I'll have Robbie select the reporter. I don't buy the mutant blatantly attacking people. We still have a lot of anti-mutant crimes going on. For all I know the crowd could have attacked the mutant and they fought back in self-defense! But we need more info! But Hammer and that explosion take precedence! I have half a mine to blame that menace Spiderman for that café!"

Peter inwardly sighed as his boss ripped his alter ego a new one. As much as he disliked Jameson's irrational hatred of vigilantes, he was glad the man had a distinct hatred for prejudice. He had been surprised when Robbie had told him that Jameson had been an avid supporter of the Civil Rights movement. He had even received a thank you letter from Martin Luther King Jr. 'At least Liz's case will get a fair report.' He thought to himself before he headed towards the door with his fellow partners in journalism. They opened the door when a large explosion rocked the building from the far side. Of the office, demolishing the wall that separated the outside from the office.

Peter rushed the office door opened to see what had caused the explosion while his spider-sense blared inside his mind. "The fuck was th-!?" Another explosion rocked the room as a human sixed figure flew in through the smoke that billowed from the wall. The armored mercenary was none other than the Beetle. The red and silver assassin landed on the ground as he aimed his right arm at a small group of pedestrians who cowered in fear.

"**Where is the photographer known as Peter Parker?" ** Peter's eyes widened in surprise as he slowly moved behind a desk to avoid being seen by the hired mercenary. Peter dialed a number on his cell one that he knew would pick up or at least would hear the situation and send backup. The phone rang for a moment before a voice was heard from the other line. "Peter? I'm about to be a little busy here." "Beetle. Here Daily Bugle. Backup now!" "Last ten minutes!" "If I can…" peter closed the cell before he slowly rose to his feet.

Before Peter could announce his presence, Jameson stormed past him while pushing him down behind the desk. "Who the Hell do you think you are barging into my paper and demanding someone's life!? Do you really think this will go down without a problem!?" The Beetle turned to face Jameson who didn't look deterred in the least. **"Where is Peter Parker?" **The robotic voice of the mercenary unnerved Peter to a good deal. 'I hate robots!' Peter thought as he glared at the silver and red mercenary. "I don't have to tell you shit!" Jameson was standing about four feet away from the criminal, pointing his finger at him accusingly. "You barged into my office and threatened my workers!"

The Beetle had apparently become impatient as he shot his hand forward and grabbed the ranting editor by the throat. He hoisted the now chocking Jameson into the air. **"I will not ask you again. Where is Parker?" **"Do you know h-gurk! How many photographers I employ!? How am I…supposed to know all of them!?" Peter could see Jameson's left hand motioning him to leave. Peter saw Norah and Ned darting their eyes towards him and the door by the fire escape. Seeing little choice peter moved towards the back of the room while the Beetle's attention remained on the news editor. Jameson stared defiantly at the armored killer as he used his sensors to scan Jameson's heart rate. The sensor detected that his heart rate had increased at the mention of Parker's name. "I don't like being lied to." A blade of energy dispersed from the underside of the Beetle's arm. He raised the weapon and moved it forward towards Jameson's face.

"STOP!" All eyes in the room turned to see Peter Parker standing in front of the fire escape. Jameson and the others looked at the young-man in shock and horror at what the kid was about to do. "You wanted me right? Well here I am! Please… just leave everyone else alone!" The Beetle tilted his head for a moment before dropping Jameson to the floor. **"It has always been my profession to keep collateral low unless I'm forced to. I'm pleased to see you have shown yourself Mr. Parker." **Peter slowly approached the hired gun as he raised his hands in surrender. "What do you want with me?" The Beetle stepped closer as he aimed his right arm at Peter.

"**My client wants you dead Mr. Parker. And he has paid me a hefty sum to do so." **Peter took a step back at this declaration. **"You should in no way take this personally. Its just business." **Peter was wracking his brains to figure out a way out of this situation. Try as he might he could figure no way out unless it meant revealing his powers to the entire office. 'This is so going to suck!' he screamed inside his head. The Beetles left arm opened up to reveal several rockets nestled into the opening of the arm. Peter flinched as the Beetle launched a missile directed at him.

Thinking fast Peter ducked to the side, allowing the projectile to sail past him and slam into the wall of the building. The explosion that followed collapsed on Peter hiding him from the eyes of every member of the bugle. The workers and reporters looked in horror as they saw their colleague buried under the rubble. The Beetle's armor detected life signs underneath the rubble. He walked towards the rubble while deploying an energy blade from his left wrist. He stomped towards the rubble with the full intent on stabbing him through the heart. The Beetle paused when his sensors detected a strange anomaly on his radar. A fast incoming object was inbound inclosing. A booming noise was heard before a blast of blue energy slammed through the wall and into the Beetle.

The mercenary's force field activated in time to block the worst of the attack but the force of the attack still sent the villain through another portion of the Bugle. The building's staff looked on in shock as they saw a red and gray machine fly in through the hole in the Bugle. Ironman Landed on the floor and raised his right hand, already glowing with blue repulsor energy. "Back away from the kid!" He bellowed as he saw the Beetle climb out of the wrecked desks. **''Ironman…" **the Beetle growled through his robotic voice. "Yeah and I'm going to put you in the ground for what you've done!" "**From my understanding people like your boss used to like people in my business." **"Things change!" "**Sure they do…Kid." **The blue lights that represented ironman's eyes narrowed in anger at this response.

The armored Avenger let loose a blast of repulsor fire which was evaded by the bug-themed villain. The beam tore through the walls of the building as the Beetle flew towards his armored counterpart. The two super-humans unleashed their respective energy blades as they began to clash inside the building. Beetle stabbed at Ironman only for the hero to roll to the side before charging him with a sword swipe. The mercenary blocked the attack before firing off a set of small green energy beams that were blocked by Ironman's own energy shields.

Jameson and the other members of the Bugle could only watch and hide as the two robotic heroes clashed. Unknown to the scared and awestruck members of the Bugle, a certain brown haired teen had escaped the prison of stone that had buried him.

Ironman dodged another barrage of lasers before he fired off a similar volley of repulsor fire. The Beetle's force field blocked the attacks before he returned fire with a rocket. Ironman was forced to take the blow with a force field to defend several Bugle members who were trying to escape down the fire escape stairwell. "Gruh!' Ironman grunted as he fell to a knee. The Beetle pushed his advantage by revealing several missiles housed in his armor's shoulders.

Before the villain could fire, a thick ball of webbing slammed into the launchers, coating them in a thick layer of impact webbing. Ironman and the Beetle turned to see Spiderman perched on the building's broken wall. "Spiderman! I knew you were responsible for this!" Jameson ranted. Before he could continue, a blast of webbing attached itself to the mouth of the enraged editor. "Sorry JJ, my beefs not with you!" The Beetle looked at the two heroes before he decided on one option.

The mercenary fired a shot of energy that blew open another hole in the building. He then unleashed a volley of lasers at the two heroes who attempted to avoid or block the attacks. Using the distraction as to his advantage, the Beetle flew out of the Bugle. Seeing that the villain was escaping, Spiderman and Ironman leapt out of the building in hot pursuit.

Ironman continued to fire off blasts of repulsor fire as the Beetle soared through the city. Spiderman attempted to ensnare the mercenary with webbing, but the Beetle's energy blades sliced through it like paper. Ironman flew in closer but was forced back when the Beetle unleashed a payload of missiles onto the streets of queens. The two heroes had to divert their attention to saving the people on the streets. Both heroes used their respective weapons to divert or destroy the incoming missiles that flew through the air. Ironman destroyed two missiles with repulsors before releasing several micro rockets to counter the remaining projectiles. Spiderman dived towards the street grabbing and saving any civilians in the path of the wayward missiles.

By the time the last missile was destroyed, all the civilians had been cleared off the street. Unfortunately the payload of rockets had succeeded in distracting the heroes from chasing the Beetle. "Damn it!" Spiderman exclaimed as he perched atop a gargoyle. Ironman hovered next to him in the air as he looked over the cityscape. "Scanners aren't picking up any of his energy signatures. He's gone." "Fuck!" Peter slammed his hand into the statues head, creating a deep break in its structure. "Chill kid. We'll catch him." Spiderman slumped down o the statue's head as he looked over the burning street. "So what now?" "SHIELD will keep an eye out for this guy. This is twice you've messed up his hit…he may start holding a grudge." "Tell me something I don't know." Ironman remained silent for a moment before he spoke. "We found a longer list of candidates for the new SHIELD program." Spiderman turned to face the armored Ultimate. "What?" "That's something you don't know." Ironman turned around to leave as SHIELD started to call him on their coms.

"Why'd you show up? I thought you were just suppose to be a company body guard…why the whole Ultimates thing?" Ironman remained silent before rocketing off into the sky. "Well that was pointless." Peter jumped down from the statue before he fired off a web-line that propelled him into the air. He began to swing towards the Daily Bugle all the while devising a carefully conceived way of explaining how he survived the attack.

…

**Triskelion, Main Hub**

The entire room was abuzz as many SHIELD analysts scrambled to analyze new info and strategic data. At the head of the room stood Nick Fury in his signature trench coat and eye-patch. The man looked over the information he had received from Ironman regarding the Beetle. The doors to the main room opened to reveal Jessica Drew entering the room in full costume. "Why were the deployment orders cancelled!?" The angry teen stormed towards Fury who's expression remained neutral. "The Beetle escaped and we have few ways to track him. I'm not sending a team on a suicide run." Jessica's face still held a good deal of frustration on it as she reluctantly let the conversation drop. "Is my brother okay?" "He is. Ironman arrived in time to save him. The Bugle will need to be repaired but there were no casualties." Jessica had to admit that was some good news. Before she could press the matter further Fury's personal com went off, diverting his attention away from the previous conversation.

"Report." Fury said as Jessica stood a few feet away. "Prep it, I'm coming down." Fury turned to leave the room only to be stopped by Jessica who stepped in front of him. "Can I help you soldier?" "Sir…I believe we need to concentrate efforts on catching the Beetle. He's been a nu-" Fury cut her off before she could finish her sentence. "You brother will be fine Jess. The Beetle doesn't go for needless conflicts, remember? And your brother was smart enough to call for back up when the fight happened. If the Beetle strikes again we'll catch him. But you gotta have faith in him. Understood?" Jessica weakly nodded her head before Fury walked past her and exited the room.

Jessica remained where she was until a voice called her attention. "You okay Jessica?" Jessica turned around to see her mentor Natasha Rominoff standing near the hub's main doors. "Yeah… just worried is all." "I see. You might want to work off that anxiety with some rest or a sparring session. It been a while since I kicked your but hasn't it?" Jessica frowned at this. "I don't think that will make me feel better." Natasha simply smiled before lightly pushing the girls shoulder to make her move. "Fine." Natasha smiled as she pushed her protégé towards an impending beat down.

…

**New York City, Night**

Peter swung through the city as Spiderman doing his best to look for signs of the Beetle. He had been at it for hours after he escaped the bugle with a fake cover story. Part of him wanted to keep looking, but the other part new he would find no trace of the professional. 'Just great.' Peter thought as he vaulted over a flagpole before launching another web-line at an adjacent building. He pulled himself onto the building's side to better overlook his surroundings.

The city was business as usual. Cars were honking, lights were flashing. People of all kinds walked about the street going about their everyday lives with little to no worries. 'Man…has it really been that long since I've felt that way?' Peter could barely remember the last time he didn't have to worry about another crime or super-villain destroying his city. Truth be told, if Peter were given the chance to return to a normal life, he would reject it in a heartbeat.

Peter tapped the earpiece inside of his costume's mask before speaking into his communicator. "MJ? You there?" There was a pause for a moment before she answered. "Peter? Is everything ok? We saw the news!" "I'm fine and there were no fatalities…How's are guest doing?" "She's asleep right now…Peter we need to find her help. She almost burned down the warehouse while you were gone!" Peter leapt off the building and began to web-swing towards his warehouse. "I know that MJ…I think there might be some people who could help. I'll see you at the warehouse in ten." Peter hung up and began to dial another number on his wrist device.

A few seconds past before he heard a tired voice answer the phone. "Hello…?" Uh… hey is this Xavier's school for gifted Youngsters?" "Yeah…can I help you?" Peter stopped swinging as he landed on a ledge that overlooked the docks. "I hope so! Listen my friend is a mutant…and she's having some…difficulty in controlling her powers. I was hoping professor Xavier could help." There was a brief pause as Peter could here several voices on the end of the phone before a gruff voice answered it. "Who is this?" "Wolverine?" "Who is this?" The last question was spoken with more force, probably to serve as a warning if Peter didn't answer the question.

"It's me, Spiderman." "Oh…hold on." Again a group of voices muttered something off on the other end but Peter couldn't make it out. "Hello? Peter?" "Professor Xavier…I need some help." "Yes Chamber said that you had a mutant friend who couldn't control her powers?" "Yeah…she's scared and confused and I was hoping that you could help me out as a favor." "I see…things are difficult here…but I can send the blackbird to pick her up. You might want to contact her family…do they know of her abilities?" "Yeah. I'll tell her the important stuff. Thanks for everything." "Anytime Peter."

The line was cut off allowing Peter to finish web swinging to his warehouse. He landed on the buildings roof as soon as it began to rain. Spiderman opened the roof's window before descending inside. He removed his mask as he saw his girlfriend throwing away a pile of burnt wood. "Liz did that?" MJ turned to see her boyfriend walking towards her, causing her to nod her head. "Yeah she got upset and accidentally lit a pile of scrap would on fire. Who did you call?" Peter sat down on one of the armchairs, as he looked at his blonde friend currently asleep on his couch.

" I called the X-Men." MJ's eyes widened slightly before she spoke. "That's…wow…you really have a lot of big shot buddies…huh?" Peter shrugged his shoulders before he leaned back in the chair. Things were really spiraling out of control. First the Beetle had shown up in New York, then Harry's sudden behavior and now Liz's mutation. It was crazy! Everything he knew was unraveling into one giant cluster fuck. "This is too much…" Peter mumbled as he placed his right hand over his eyes.

"Peter is everything okay?" MJ asked as she sat on the armrest of the chair. "I'm just tired MJ…a lot's happened and its only getting worse." MJ looked down sympathetically at her boyfriend before she wrapped her arms around his neck and gave him a hug from behind the couch. "But your not alone Peter…don't forget that." Peter smiled lightly at his girlfriend's support. "I won't."

…

**Oscorp Storage, Brooklyn**

Harry Osborn trudged through the warehouse owned by Oscorp. The building had been abandoned after a small time of recession. Apparently the senior Osborn saw little use in the old building, but to Harry, it was a new sanctuary. The young Osborn stomped through the area while grabbing hold of an old tarp. Harry pulled the tarp off a set of old crates and draped it over his shoulders. Most of his clothes had been destroyed during his scuffle at the café. His jeans were torn while his shirt had been burned off in the fire. Harry stopped when he neared what he was looking for. A large vehicle that looked like a cross between a surfboard and a large bat-like machine.

Harry turned to look for a command terminal to release his new weapon. He finally found the terminal a few feet away from the glider. After entering a set of command into the computer, the gliders began to hum to life as its engine burst to life. "Hey there beautiful!" Harry muttered as he stepped towards his new ride.

His body began to burn and glow as his muscles began to bulge and grow in size. Harry grunted in pain as two orange horns sprouted from his skull. The young Osborn fell to his knees as he felt the same transformation that gave him his powers. His skin became scaly while his ears grew sharper and more fin like. His nails grew longer as his eyes turned to a glowing orange. Small embers danced across his skin, floating off his scaly hide before burning out on the warehouse floor.

Harry lifted himself off of the ground as he made his way to his new weapon. He stopped onto the hovering device as it locked his feet in place. The machine rose off the ground as the thrusters force increased. "Get ready world…the Hobgoblin is ready to play!" Harry began to cackle maniacally until a second laugh was heard. The Hobgoblin whirled around to see a skinny hooded figure draped in a brown, burlap cloak.

"_Too true my dear boy! Hahahahahaha!" _The figures cackling didn't seem to bother the Hobgoblin. Instead it only made the beast smile. "I know! I'll show them all how powerful I have become!" The hooded figure raised his head to reveal a putrid face covered in warts, boils and scars. The being's features were very reminiscent of a goblin. The goblin like figure walked towards Harry as its cap billowed on the floor. "_Harry…you need to show them what you can do now…and how far your willing to go…there's only one way for that to happen….is to kill them all!" _The Hobgoblin grinned at this statement. "Yes!" The glider's engines burned as the machine lifted itself off the ground. The machine slowly rose into the air, taking Hobgoblin with it.

"Let's see how my friends see me now!" The Hobgoblins hands burned with a fierce glow as his hands burst into flames. "It's the night of my life! And I'm gonna light it up! Hahahaha!" The Hobgoblin chucked the spheres of fire at the warehouse doors.

The obstructions exploded in a blast of smoke and flame. The Hobgoblin flew from the warehouse doors and into the air as he decided to embark on his new rampage.

…

**Warehouse**

MJ slept soundly on the armchair while Peter pulled a small blanket over her to keep her warm. Several hours had passed since the Beetle incident but peter still felt uneasy about everything. The mysterious phone call at the café, the following battle with Harry, and now the situation resolving Liz. He needed some serious good news to help his day now. Peter moved from his position on the floor, in front of the chair MJ was sleeping in, and moved towards his terminal.

He stood over the computer as he typed in the names of the man who had called him, as well as the woman he told him to see. The two names appeared rather quickly on the computer screen. 'Ezekiel Sims and Cassandra Webb…' Peter thought as he looked over the new info. His eyes scanned the web page as he absorbed the info like a sponge.

'A rich billionaire and a psychic want to help me…yeah that doesn't feel right.' Peter stood up from the chair and pulled his mask back on. He decided to pay this Madam Webb, as she called herself, a visit. He took one last look at the sleeping blonde and redhead before he exited his hideout.

Peter web-swung for several blocks as he made his way towards a more crime-ridden part of Manhattan. 'Hard to believe this rich Madam Webb character lives in this place.' Despite Peter's lack of belief in Psychics he wasn't to surprised to find out that Madam Webb was rather wealthy. 'I swear if she is some fake and I wasted my time… ' Peter's thoughts were interrupted by his spider-sense blaring inside his head.

Spiderman quickly went on the defensive. Landing near a building and scanning his surroundings for anything, Spiderman readied his claw and mechanical arms, but nothing came. "What was that!?" Peter muttered allowed. His spider-sense had never triggered without a good reason. Spiderman observed his surroundings but saw only the standard fare of slum areas. Stray cats prowling the streets and alleyways, insects scurrying into and out of trashcans, and rats scurrying through leftover trash that littered the streets. 'This can't be good…my spider-sense has never been wrong before!'

Seeing little options, and with no way to verify if there was a threat, Spiderman decided to continue on his chosen path. He leapt from the building and continued towards Madam Webb's. As the red and black hero swung down the street, he remained oblivious to the cloaked figure standing behind an alley wall, smirking as he watched his new prey.

Peter landed outside the shop of one Cassandra Webb. The place looked like any old Psychic shop, complete with weird objects and spooky décor. Spiderman crawled alongside the shops edge looking for an entrance. Be fore he could settle on the idea of breaking in, the door to the shop opened.

Spiderman dropped to the ground only to see an empty corridor that lead into the shop. Spiderman stepped forward and entered the spooky den. He kept his senses trained on every sound and movement that was contained within the small shop. He spotted a set of bead curtains that were illuminated by a soft glow coming from the other room. Peter stepped forward, unsheathing his claws in preparation for a trap. He stepped past the beads ducking under them to avoid disturbing or alerting the room's occupant.

Inside the small room was a simple table used for divination via tarot cards. Strewn about the room were certain devices used for star gazing, although they looked archaic in design. At the edge of the table sat a woman of about forty with black, almost graying hair. She wore dark sunglasses, which immediately tipped Peter off to the fact that she was blind. She wore a red and black dress that extended well below her heels. Peter saw the chair she sat in also had wheels attached to the sides. 'Blind and crippled huh? Guess she could fool people with a look like that.' "It also helps to fool people into thinking I am but a helpless old woman." Spiderman took a step back in surprise at the woman's subtle statement. The elderly woman raised her head in Peter's direction before frowning.

"Youth…so disrespectful to your elders. At least have the courtesy of announcing yourself if you intend to enter my home. Now sit." Peter reluctantly stepped forward towards the table, but remained standing up. He stood across from the woman, staring at her trough the lenses of his mask. "Boy… you are proving yourself to be very disrespectful." "Better than being stupid. I don't know you or this shop so I think it's safest to assume that everything in this place is dangerous on some level." The stern woman actually allowed a smile to form on her face, small though it may have been. "I see you are not so trusting to allow your guard to drop at the sight of a new acquaintance." "It pays to be cautious." "But not to be overly so. If you wish to stand I wont force you otherwise. We have much to discuss Peter Parker." Peter's mechanical arms shot out of his back and straight towards the throat of the paralyzed woman, stopping just short of her throat. To her credit, the woman remained unafraid. "Talk! While you still have a jaw!" The woman smiled again, as she casually placed her fingers on the tip of an arm.

"So quick to anger as well…that might need to be weeded out… nut you are young after all." The woman seemed to make her fingers dance on the blades of Spiderman's weapons as if they were some sort of piano keys. "How do you know who I am!?" Peter nearly screamed as his patience began to reach its limit. "Hard to say…I received a phone call from one Ezekiel Sims…as well as the use of my Psychic powers." "You're a telepath? Cheap mind trick don't work on me! My mask is lined with ceramic plates. You're not getting in my head!" The woman continued to smile as if Peter had told her an amusing story.

"Yes they wont work now…but you don't wear it in public. That leaves your mind open for subtle prying. Full control would be difficult with your will power…but reading your mind even if just the surface can tell a woman much about a man." Spiderman's glare and hatred for this woman continued to rise. "No one else knows. But now you should be able to tell that I'm am who I say I am." Peter retracted his mechanical arms before placing his hands on the table. "I take it you're Madam Webb?" The woman gave a nod before speaking. "At your service Spiderman."

"What do you want?" "To help you." "With what?" "Exactly what Ezekiel told you." The woman withdrew a small box from under the table and placed it on the table's surface. She began to open the box as she continued to speak.

"Dark forces are on the move…hiding in plain sight! You are in danger…along with those you care about! I will help you. But only so long as you listen to my words and heed their warnings!" She had finally finished removing the boxes contents revealing a set of tarot cards and several other miscellaneous objects. Among these was an old ceremonial dagger, an old piece of what looked like a cocoon, a spider medallion and a dream catcher shaped like a web.

"Listen carefully as I tell you what has been foretold to me." Peter gave her an incredulous look before speaking. "Listen…I may have seen magic happen…but I still don't believe in predicting the future!" "This is not the future…it is merely a warning that is yet to serve it purpose. Will you listen? Or will you simply walk away and risk the lives of those closest to you?" Spiderman reluctantly nodded his head before speaking. "Fine. Lets hear it."

Madam Webb removed a small bowl and a match from underneath the table. After placing the items on the table she began to align the tarot cards in a pentagram like fashion. She the placed the cocoon and medallion into the bowl before lifting the dagger and placing it over her hand. With a slight grunt of pain she dragged the knife across her palm and allow the blood to pour into the bowl. Ignoring the pain, Madam Webb proceeded to strike a match and drop it into the bowl. Almost instantly a thick cloud of red, blue and green mist billowed from the circular dish. The smoke cascaded over the table and onto the floor leaving the room drenched in the thick clouds.

The mist began to swirl and twist, forming elaborate shapes before settling on the forms of two small ad vaguely human shaped figures. Madam Webb decided to speak as mist creature began to move across the table. "I see a hunter…a friend…and a mentor…" The mist creature soon formed a spear made from the same mist as it started to walk alongside the shorter figure. "A valuable ally he will be…but if you fall from the path of the righteous…a more terrible foe he will become." As she finished her sentence the spear-wielding figure twirled its spear before thrusting it through the body of its companion, dissipating the mist that formed it. The mist began to form more shapes, a large demonic figure, two people hugging and three beings with their back to each other.

"I see friends turning to the greatest of enemies…a family broken and hurt…a girl and her lover…torn between love and ideals…'' Peter saw the couple disappear as the mist began to change shape. Both the mist figures of the monster and the family disappeared as an enlarged being of mist pumped his fist into the air. "I see great triumph…and great defeat…." The mist being promptly fell to its knees in defeat as Madam Webb continued. "Enemies will continue to seek your destruction…" The mist's color turned to a darker red as menacing figures began to take shape in the mist. The blood red menaces surrounded Spiderman before the color turned to a cooler blue. "But for each enemy…an ally will be gained…'' Humanoid shapes formed from the blue mist. But instead of the menacing motions of the red creatures, these ones seemed content to just linger around Peter. Again the mist collapsed on the ground as the psychic continued her predictions.

"Your resolve will be tested…your ideals broken and reforged…enemies will become friends as darker powers seek to corrupt…'' the mist began to change once again, becoming dark green and rising into the air. A large spider-like shape emerged in front of Peter. "The 'Other' must be conquered…the bride must be found…the predator defeated…and the Weaver's destiny fulfilled…'' the spider-like creature slammed it legs down on the ground, dispersing the mist around the room as well as the smoke that made its body.

The room's lights flickered for a few minutes before stabilizing. Madam Webb was panting, sweat dripping from her forehead as she leaned on the table, exhausted. Peter only realized after he had unclenched his fist how tense he was. He could feel the cold sweat underneath his suit as well as the faint sounds of his own quickened breathing. "What…was that!?" He exclaimed after catching his second wind.

"The vision I saw was troublesome…full of uncertainties…joy, sadness, pain and victory…but the visions I can only fathom their meaning. The truth of what they mean is for you to decide." Peter remained silent before he walked away from the table and exited the building. He walked for about twenty feet before collapsing onto his knees. He stayed on the ground for a few moments to catch his breath and organize his jumbled thoughts. "They felt so real…were they telling the truth…?" peter's mumblings only served to confuse himself further.

Peter decided enough was enough as he headed back towards his warehouse attempting to leave the night far behind him.

…

**Streets of Manhattan**

A blonde haired girl wearing a trench coat walked down the street as she attempted to evaluate her situation. The girl didn't require an umbrella as any water that landed on her skin or jacket began to evaporate almost as soon as it touched her. Liz Allan continued to walk down the nearly empty streets of Manhattan in an attempt to clear her thoughts. Her best friends were involved in crime fighting, her first boyfriend was comatose, her second was going crazy, and now she had to find out that she was a mutant.

The young teen raised her hand as a small ball of fire formed in her hand. To Liz the flame was both repulsive and alluring at the same time. The flame meant she was a mutant, an outcast to society. But it also made her special. No normal person could do something like this. Her powers were destructive and uncontrollable, but at the moment, that was what Liz's life was.

The teen had been so distracted by her own powers and musings that she failed to notice the suspicious men in full padded suits and motor cycle helmets glaring t her. One held a baseball bat, the other a shotgun. "Is that her?" "Who cares!? You see what she's doing! Only a piece of mutant trash could do that!" The other biker nodded his head as they approached the oblivious teen.

Liz continued to tare at her hand-bound flame until she sighed and closed her palm, extinguishing the flame. "Why me?" She muttered before hearing the rapid splashing of water behind her. The girl turned around in time to see a man with a shotgun taking aim at her. "Wha-!?" The man pulled the trigger to his weapon releasing a spray of metal buckshot that raced towards Liz. Said girl quickly reacted, throwing up a wall of fire that metal the miniature shrapnel. Liz was so distracted by the initial attacker that she failed to see the second one swinging the baseball bat. The Louisville slugger slammed into the girl back making her scream in pain.

Liz collapsed to the ground face first. She coughed several times and tasted blood. She attempted to move but was met with a fierce kick to the side for her efforts. Liz again cried out in pain as she was rolled over on her back. The two men readied their weapons before kicking her in the face.

"You muties need to die! All of you!" The man with the shotgun yelled as he coked his weapon. The other assailant, holding the baseball bat, raised his weapon over Liz's head and prepared to deliver a solid blow before a voice stopped him.

"Please move away from the girl." The two men turned to see a man wearing a black business suit under an umbrella. The man had very short, close cut, brown hair. He was of average height and held a relaxed and calm composure despite his situation.

"Stay out of this! We're cleaning up the streets!" "Yeah this mutant bitch needs to die!"

The man simply frowned in response as he looked down at Liz sympathetically. "Are you alright ma'am?" He asked. Liz was in too much pain to even forma a sentence, but she had enough energy to shake her head. The man's composure grew tense as his frown turned to a scowl.

"I'm going to ask you again, Please step away from the girl." "Fuck you old man!" The mugger with the bat said as he pointed his weapon at the mystery man. "Ok…now I'm telling you. Step away from the girl and walk away." The man with the shotgun had had enough as he aimed his weapon at the unknown pedestrian. "You're a mutants sympathizer aren't you!? You should've walked away before we figured that out! Now you die too!"

"In normal circumstances I'd leave problems like this to the people involved. However, in this case both my job and personal beliefs won't allow me to turn the other cheek to this." "Die traitor!" The man with the shotgun attempted to fire but was met with a solid punch to the gut, knocking the wind out of him. The well-dressed savior delivered a powerful uppercut-palm strike to the man's jaw before grabbing his gun. As the assailant fell, the well-dressed man slammed the butt of the shotgun into the thug's helmet, cracking it.

The first thug dropped to the ground unconscious before the newcomer turned his attention to the awestruck man wielding the baseball bat. "You probably want to put that bat down." He said before the second thug charged at him. The man in the suit sighed before leveling the shotgun to aim at the second thug. He pulled the trigger, unleashing a swarm of buckshot that shattered the wooden baseball bat.

The second thug began to back away in fear before sprinting off into the street. As his eyes were still stuck on the man who had broken his weapon and beaten his friend, the thug failed to see an oncoming taxi until it was to late. The taxi slammed into the thug, sending him careening through a glass bus stop. The taxi driver skidded to the side before realizing what had happened.

Liz looked in awe at what the man in the suit had done. Seeing the girl was still on the ground, the well-dressed man picked up his umbrella before approaching her. Liz stared at him in shock before speaking. "Are you a mutant too?" The man in the suit smiled before answering. "No. Just well trained. What's your name?" Liz hesitated a moment before answering. "Liz Allan."

The well-dressed man smiled before offering his hand to help her up. Liz happily accepted the help as he was lifted back on her feet. "My name is Phil Coulson. Agent of SHIELD. I think I might be able to help you."

**I hope you enjoyed. Harry's transformation into a villain is almost complete and I hope you like what I've done with Madam Webb as well as the appearance of everyone's favorite shield agent. Please review and subscribe! Again comment for what villains or characters you want to appear.**


	32. Chapter 32: Night of the Goblins Part 1

**Disclaimer: I do not own Spiderman or any character from Marvel. All rights belong to their respected owners. **

**Chapter 32**

**Night of the Goblins**

**Midtown High**

Peter Parker walked down the halls of his high school with a look of anger, frustration and irritation. This emotion was a result of his friend Liz Allan leaving the warehouse in the middle of the night. Now she was missing and Peter had no leads to follow. Worse still, MJ was upset that she hadn't caught the girl in the act. Now she was beating herself up over it no matter how many times Peter had told her it wasn't her fault.

If anyone was to lame it was Peter. He had known his friend's predicament but instead decided to deal with his own issues of seeing a woman called Cassandra Webb, better known as the Psychic Madam Webb. The woman had told him of several predictions, none of which sounded pleasant. He turned a corner and saw something he really disliked. Two students, arguably the size of a line backer, pinning a freshman up against a locker. Peter growled at the sight before he stepped forward. Before he could intervene a hand grabbed his, stopping him in mid-stride.

Peter turned to see MJ standing behind him shaking her head. "MJ, I can't just do nothing!" "Just watch." She said as a smile formed on her face. Peter turned to see one of his favorite professors, Francis Warren, approaching the group. "Kong…may I ask why you are holding this student hostage?" The two bullies paled as they saw their teacher standing a few steps behind them. "We…Uh-!" "My office. NOW." The two students reluctantly followed their professor, allowing the frightened freshman to scurry away.

Peter turned to his girlfriend before speaking, "You tipped him off…didn't you?" MJ simply smiled and shrugged. "Maybe…" She said teasingly as they walked towards her locker.

"Any news about Liz?' MJ asked hesitantly. Peter gave her a worried look as they stopped at her locker. "Nothing yet…" Peter regretted those words as he saw MJ mood plummet. "I'll find her MJ. That's a promise." The redhead barely looked relieved at Peter's resolve, but attempted to smile none-the-less.

The two teens walked down the halls of their high school. As they headed towards their last class of the day. By now the news had spread that Peter and MJ were a couple. Many couldn't believe that 'Puny' Parker had scored with a babe Like Mary Jane, even if the kid had become tougher and a little more buff. Needless to say Peter felt pretty happy about his new school status, but he didn't try to abandon his old one either as he was still the brainiac of his school.

Peter's only regret in his new school life was that Flash wasn't here to experience it with him. This brought a bitter taste in his mouth as he remembered his friend was still comatose in the hospital. The couple separated as they walked towards their respective classes. Peter walked forward but stopped about a meter from his intended class.

He took a quick look through the hallway before backing away from his classroom door. Something didn't feel right. His spider-sense was sending out a brief tingle that warned him to be on guard. Peter walked further away from his class before turning a corner. He saw nothing but an empty hallway before a woman walked out of the nurse's office.

Peter had never seen this woman before and he certainly would have noticed if he had. The woman was a tall blonde wearing a black business skirt and what looked like a lab coat. She had hazel eyes and an attractive figure. Peter moved behind the corner of the hallway before the woman turned her head.

"I know you're there. Come on out. I don't bite." She said playfully. Peter reluctantly moved out from behind the column and walked down the hallway to face the mystery woman.

"Was that so hard? Don't sweat it, I won't tell anyone that you were skipping class. Though I can't let it pass if I catch you a second time."

"Sorry…I got sidetracked." Peter said, trying to act sheepishly. The woman smiled softly before responding. "Hey I get it. School can be boring…but you need it to live a life." "True." The woman walked forward and extended her hand.

"I'm Miss Arrow, the new school nurse." "Peter Parker." The pair shook hands, but the moment Peter's skin touched her's, his spider-sense flared up as if he was on fire. Although caught off guard by the sudden alarm, Peter kept his cool and didn't freak out.

The woman seemed not to notice as she simply shook his hand. 'Man! What is with my spider-sense lately? It's been going off randomly even when there is no danger.' The new nurse released their hands as she continued to talk. "I don't suppose that you're going back to class are you?" Peter smiled before he answered. "Yeah I am…but I might need a hall pass for that." "Hold tight and I'll get you one." The nurse smiled before turning around and walking into her office. About a minute later she returned with a note.

"This better not happen again Mr. Parker unless it's for a legitimate reason." She said trying to be serious, although her friendly smile killed any chance of that. "I won't Miss Arrow. Thanks for the help!" Peter said as he headed back towards his class. As he rounded the corner, he failed to notice the now quizzical look the new nurse had.

"Peter Parker…" She mumbled as she lifted her hand to her face. "I can feel the 'Other' in you…this we'll be fun!" She muttered as she stared at the spot where Peter had disappeared from view.

…

**Lenox Hill Hospital, Manhattan**

Doctors and nurses bustled through the halls of the hospital tending to any patients that needed the care. Two individuals walked down the hall in the comatose wing of the hospital, reserved for specific patients.

"Doctor the new patient just woke up but we haven't had a chance to check all his vitals!" The young nurse walked quickly alongside her superior as they approached a hospital room.

"I understand that. But we need to see his mental functions and frankly those test can be performed while we speak to him!" the doctor walked into the room after opening the door. He was quickly followed by the nurse who quickly began to check the vital measuring equipment held in the room. Inside the room was a bed that held a newly awakened patient with blonde, unkempt hair. The doctor pulled up a chair as he looked over his clipboard. "How are you feeling mister….Thompson?"

Eugene 'Flash' Thompson looked up with groggy eyes as he examined his surroundings. ''Feel lousy… '' he muttered as he still felt a sense of exhaustion. The doctor merely smiled at this before he spoke again.

"We're going to have to run some test to make sure there is no permanent damage to your body…but in the meantime we have a list of people who you might want to contact. Is there anyone in particular you'd like to see first?"

Flash turned his head towards the doctor while answering. "Yeah…a few come to mind…"

…**..**

**Midtown High **

Peter rushed through the crowded hallways of his school, literally plowing through anyone in his way even people like Kong. The brute fell to the ground as he screamed at the sprinting teen. "What the Hell Parker!?" Peter ignored the bully as he slammed through the doors of Midtown high. He leapt from the building's steps before entering a graceful roll. He propelled himself forward to continue his mad dash.

Many of the students looked at the teen in shock as they saw him sprint down the street faster than any of their track stars. "Was that Parker?" A girl asked. "I dunno…could he move that fast before?" "If he did he wouldn't have been picked on so much by Kong!" Some students nodded their heads before they saw Mary Jane jogging through the halls. "Where did Peter run off to?" She asked as she stopped in front of the school doors.

"Your boyfriend just sprinted out the door faster than a mad bull and you're wondering where he is going? Girl you need to get a perspective check." The playfully snarky comment came from a girl with long black hair and green eyes. Jessica Campbell leaned against her locker while she casually glanced back in forth between the door and MJ. "Peter bolted? Why?" "Don't know…probably don't care. I got more important things to do for the school news than what happens to one person."

The girl walked past MJ, not even sparing a second glance at the redhead before she disappeared from view. MJ frowned at the girl's attitude towards her. 'What is her deal?' she privately thought as she pulled to her cell phone to call her boyfriend. She dialed Peter's number but the call when straight to voice mail. ''What's going on Peter!?" MJ questioned as she looked down the street.

Peter ran through the crowded streets of New York, weaving in and out of the incoming pedestrians as well as leaping and sliding past cars and cyclist in the street. The latter of which earned him quite a bit of profanity thrown at him. But Peter could care less about what people thought of him as the news he had just received via phone call evoked far too much joy. Flash was awake. One of his best friends, who had fallen into a coma after a school shooting, was now awake.

Peter ran through an alleyway before he jumped onto the wall. He continued to climb and leap until he was bounding across the rooftops of Manhattan in an attempt to see his friend.

He raced over vents and across fire escapes to reach his destination. When he finally saw his destination he dived into a nearby alleyway. Not bothering to reduce his speed manually, Peter unsheathed his claws and stabbed them into the wall of the alleyway. He slid down the wall while his talons left deep scar marks in the brick structure. Peter landed on all fours with a noticeable thud before he rushed towards the hospital's front doors.

He burst through the doors, ignoring the complaints and shouts of protests that emanated from the nurses and doctors. The excited teen rushed past the check in station prompting the guards to chase after him, although they weren't expecting him to be so fast. Peter skidded past his destination before backtracking several feet to his destination. He stood outside the glass window as he saw one of his best friends lying asleep in the hospital bed. Peter let out a sigh of relief as he saw the vitals for brain activity were higher than they had ever been. 'He is awake mentally at least.' Peter thought as he smiled at his unconscious friend.

He only noticed now that the guards had been chasing after him for barging into the hospital without a sign in. ''Oh! Hey wait I'm not a cri-" Peter allowed the two guards to tackle him to the ground to prevent any more trouble from occurring, although putting cuffs on him did seem excessive. After explaining his situation, with some added help from an awakened Flash, Peter was allowed into the room.

"Hey buddy…" Flash Said slurred. "Hey Flash…you okay?" The teen weakly nodded his head as his left arm limply gestured to the IV station. Peter looked at the bag and realized a small bag of sedatives was attached to the station. "Oh…you're gonna be loopy for a while." Peter said as he took a seat near the bed.

"Other than the drugs and the throbbing headache I assume you have, how are you feeling?" Peter asked he flipped on the TV and changed it to the news. "I feel pretty lousy to be honest…" Peter gave his friend a sympathetic glance before speaking again. "I bet the football team will give you a hero's welcome back at school." Peter said smiling. At these words Flash looked down at the bed as his small smile turned to a frown.

"Yeah…until they find out that I can't play…'' Peter's eyes widened before he asked his question. "What?" Flash looked down at his legs before speaking.

"The bullet to the stomach…it hit my spine too…spinal vertebrae were damaged so now…" "You're paralyzed." Peter finished as he realized what this meant to his friend. Flash grimly nodded his head. "How's Liz and Harry doing?" Peter hesitated on answering, partly out of shock from the news and partly out of how harsh the news about his friends would be. None the less, peter new he needed to hear it.

About an hour passed as Peter explained what had happened after Flash's coma. The appearance of Mary Jane, Gwen and her death, Liz and Harry's relationship and their new behavior and break up as well.

"So all that happened huh? Guess shit really hit the fan with all these super-villains and Spiderman huh?'' Peter nodded his head before getting up to leave. "I'm gonna keep trying to find Liz and Harry. Maybe telling you that your awake will bring them back to normal." Flash nodded before he spoke. "Pete…do me a favor…tell Liz that this whole mutant thing…it doesn't matter to me." Peter smiled faintly before closing the door to the hospital room.

…**.**

**Watson Residence, 6:00 PM**

Mary Jane sat on her bed inside of her aunt's house typing on her laptop. This report from English was a serious pain, but her real thoughts were on her boyfriend who had booked it out of school not caring if he showed his newfound speed and strength. MJ was lost in thought until she heard a knocking coming from her window. She turned her head to see Peter in his civilian attire hanging upside down outside her window. She walked over to her window and opened it to allow her boyfriend inside.

"So this is what your room looks like." Peter said half-jokingly as he entered though the now open window. "Yeah enjoy the view." MJ said a little peeved at her boyfriend's earlier behavior. Peter picked up on her irritation and decided to explain himself.

"Flash woke up today." MJ's eyes widened in response to the news. "Really!? That's great! Is he coming back to school? Do I get to meet him?" "He's parapalegic." MJ's excitement died out like a fire doused with water. "How?'' She asked.

"The bullet that put him in the coma hit his spinal column. He has no feeling below his waist. He finally woke up…and everything he had planned for is gone. Football, track, wrestling or boxing…he could've been a champ at any of them but now it's all gone." MJ remained silent as she saw Peter sit dejectedly on the edge of her bed. "Peter…I don't know what to say…" The two teens sat in silence while contemplating the news.

…

**Unknown Location**

A glowing orange figure wearing a burlap cloak shot through the sky leaving a thin trail of flames behind him. The figure rode a large glider like object as he cackled maniacally. Two spheres of orange fire formed in his hands which he promptly chucked the glowing projectiles at the stacks of supplies that lined the warehouse docks. The flaming spheres slammed into the crates that littered the warehouse blowing them to pieces.

The flying figure continued to laugh like a madman as he circled the area of his rampage. Alarms inside the warehouse began to blare as the room was bathed in red light. The cloaked figure grunted in irritation, angry that his fun had been cut short. The hooded figure moved forward on his glider causing him to lurch forward.

The machine flew forward as the hooded figure unleashed a blast of fire destroying the warehouse's front door. He zipped out of the burning building, flying past the just-arriving police.

The cops watched in awe and shock as the figure flew off into the night soaring towards the city. Captain George Stacy looked up at where the vandal had once been before looking at the destroyed Oscorp Storage facility.

"Sir! Should we call for back up?" Stacy turned to see his subordinate and head detective Jean DeWolfe standing by the police cruiser, her hand on the radio. Stacy nodded allowing DeWolfe to answer the radio and request the much needed swat teams. While his subordinate was preoccupied with the radio dispatch, Stacy pulled out his cellphone and dialed a certain teen's number. There was a long ring before an answer came.

"Hello?" Peter answered hesitantly

"Peter. It's Captain Stacy. I need your help." "My help?" "Spiderman's help." There was a pause from on the line before Peter's voice was heard again, this time with no hesitance. "Where do you need him?"

…

**Oscorp, Penthouse**

Norman Osborn paced around his office, lost in thought. An unknown assailant had just incinerated one of his company's warehouses. Despite the statement he had given to the police, Norman knew who the vandal was.

'Harry's powers are growing to fast! He's even more unstable!' Norman continued to pace around the room in an attempt to find a solution to his new problem. Norman had expected Harry to lie low for a while until the café news blew over. Unfortunately the attack had only encouraged him to become more aggressive. On the surface Norman looked terrified, but deep down he was seething in pride and excitement.

'Harry my boy…your progress is astounding!' Norman's worried face was replaced with an ecstatic smile. 'If he's trying to get my attention he has succeeded. A large rumbling noise was heard before the building shook. Norman looked up to the ceiling as a small amount of dust fell from the ceiling. 'Note to self: have the janitors get the ceilings dusted. And fire security.' Norman walked towards his desk before he pushed a button on his phone.

"Deloris, what was that noise?" A moment later a frightened female voice responded over the intercom. "Sir! Someone just blew a hole through the-oh my god! He's….killing the security-he's-NOOOO!"

The line went dead as Norman removed his finger from the intercom. 'Well Harry if you want me…come and get me!' A sinister grin grew across Norman's face as he sat down in his chair. He turned it around so he could overlook the city from his office window. His grin remained as he looked out over his domain.

…**.**

**New York City**

Spiderman flew through the air, unleashing strand after strand of webbing to increase his speed. He swung around a building before releasing a web-line and firing off another. He vaulted into the air before shooting forward with the aid of another web-line. His current destination was an old Oscorp storage warehouse near Manhattan's bay area.

Spiderman swung over the roof of a building before landing on the face of a gargoyle that overlooked the warehouse. The building was up in flames, with firefighters desperately trying to douse the flames. Peter saw several police cars stationed outside the building's gates. He dropped down to street level, landing on one of the cars.

"Jesus chr-!" One of the police shouted as Spiderman landed on the vehicle, startling all present. "Spiderman." Captain Stacy said as he approached the vigilante perched on the car. "What happened exactly?" Peter asked as he turned his gaze towards the scene of the fire. "We saw the perpetrator flee the scene on some sort of machine. He didn't seem normal." "No one ever is…" Spiderman muttered. "Any leads on where he went?" The police shook their heads.

Spiderman looked behind them and saw a younger officer running towards the group radio in hand. "Sir we have an emergency dispatch! Oscorp has just been attacked! Witnesses are describing a guy in a cloak flying on a glider!" Stacy's eyes widened at the news. He turned to look at Peter and spoke. "That's the guy." "Oscorp huh? Leave it to me. Send some guys to keep people out of the area."

Without waiting for a response, Spiderman fired off a web-line and swung towards the Oscorp building. Peter could see from a distance that the lower portion of the building was on fire. 'Shit!' He thought as he saw an explosion on one of the upper floors. Spiderman fired off a web-line that stuck to the building's window. He pulled himself towards the window and landed on its side. He looked up to see plumes of smoke billowing out of the shattered windows. Spiderman rushed forward, running up the side of the building.

He dove inside the window and rolled to his feet. He unsheathed his claws as he looked for the intruder. Spiderman honed his senses on anything abnormal, blocking out the sound of the fire and the feeling of the heat. Through his concentrated state he heard gunshots and loud shouting emanating from just down the hall. Spiderman smashed through the door that separated him from the hall and rushed through the corridor aiming for the source of the commotion.

Spiderman entered a large open hallway (most likely the upper lobby area) and saw dozens of security guards dead on the floor. He looked around to see most of the area trashed and burned with fires still burning on the floor and walls. Peter's spider-sense blared in his head, allowing him to dodge the desk that smashed over his head. Spiderman leapt to the side before whirling around to face his new enemy.

Peter's eyes widened as he saw a goliath of a person covered in orange scales. Flames danced across his body as his horns shown promptly on his demonic face. "So you're Spiderman…" The monster said. "Yeah. And who are you suppose to be? The thing Hell spat out?" The monster's grin did not falter. "Hobgoblin." He said as two fireballs formed in his clawed hands. He chucked the two spheres at Spiderman who nimbly dodged the attack. 'This guy might be big and intimidating…' Spiderman leapt over the creature before delivering a kick to the back of his knee. The Hobgoblin lost his balance a he dropped to his left knee. Spiderman followed up with a full powered later kick that smashed the Hobgoblin in the face. 'But he doesn't have the skill to back it up!'

The super-powered villain was slammed to the floor. He tried to lift himself but was met with a back kick courtesy of Spiderman. "Graah! Die!" The Hobgoblin's body released a massive blast of flame that Peter barley dodged. "Whoa!" Spiderman unleashed a thick spray of webbing onto the burning demon. The Hobgoblin briefly struggled with the net for a moment before he tore through it. Spiderman dodged a volley of fireballs before vaulting over a desk for cover.

'This guy has some tenacity!' Peter thought as he swapped his webbing from normal to impact. "Eat this!" Spiderman leapt over the desk while firing off a volley of impact webbing. The Hobgoblin took the brunt of the attacks, not expecting the effects of the webbing. The webs spread across the creature's body and onto the floor, effectively trapping the Hobgoblin in place. "Gaaah!" The monster roared as he struggled against the enhanced webbing.

"Fat chance of tearing that asshole! Its made to be stronger than steel and more flexible than gum!" "This won't hold me you runt!" "What is with people and targeting my height?!" The Hobgoblin's body began to burn even brighter than before as flames erupted over his body. "Uh oh…" The webbing burst into flames as the Hobgoblin ripped free of his bonds. "I'll kill you insect!" Spiderman back-flipped off the floor of the lobby and landing on the ceiling. "Why do I have to keep explaining this to everyone!" Spiderman leapt back to ground level before charging towards the goliath.

"Spider's are arachnids!" Spiderman jumped towards the Hobgoblin slamming him with a double heel kick to the chest. The Hobgoblin was sent careening into a wall where he left a large hole. The monster quickly rose to his feet before rushing the masked vigilante. The two super-beings slammed into each other with Hobgoblin lifting Spiderman into the air before hurling him through a wall.

Peter smashed through the walls and landed in the adjacent room. He quickly moved away from the wall to avoid the collapsing structure. The Hobgoblin smashed through the wall, body burning, face contorted in rage. "How does it feel to be so powerless!? How does it feel to be stepped on!?" Peter slowly rose from the ground as he allowed his talons to extend. "Believe me pal. I know what that's like."

Spiderman charged forward and slammed his fist into the Hobgoblin's jaw causing the behemoth to stagger backwards. He followed through with a powerful kick that sent the goliath through the wall and back into the lobby. Gurrrgh!"The Hobgoblin roared before his hand burst into flames. He chucked the fireballs at the room and watched as it exploded. "How did you like that?! Huh!?"

Unknown to the Hobgoblin, Spiderman had smashed through the doors and landed in the room opposite of the one the Hobgoblin destroyed. He was currently taking cover behind a desk in an attempt to regulate his breathing. 'This guy is just flailing…he really has no skill with his powers. But they seem….familiar.' Peter peered over the side of the desk and saw the Hobgoblin plowing through wall in an attempt to find the wall-crawler. "Where are you!?" he bellowed.

Peter moved back behind the desk so he could better assess his situation. Pat of his costume was damaged but still functional. His normal webbing proved useless and his impact webbing wasn't designed to take that much heat. 'A web grenade might slow him down…but he'd still burn through it like paper.' Spiderman loaded another web cartridge into his shooter. He heard the click of the loading mechanism and prepared for a full on fight.

The masked vigilante leapt over the desk while simultaneously firing several blasts of impact webbing. The attack struck the Hobgoblin head on, staggering him with his attack. The Hobgoblin's body began to burn in preparation for his escape. "Not gonna happen!" Spiderman exclaimed as he delivered a solid knee to the monster's face. The attack was quickly followed by a series of kicks and punches that felled the Hobgoblin on all fronts. The villainous monster was forced back until he hit a wall. Pushing his advantage the wall-crawler leapt back before plowing into the monster at break neck pace, forcing them both through a wall.

The two super-humans rose from the ground, Spiderman staying in a perched position, the Hobgoblin standing upright with rage smoldering in his eyes. The two beings were poised to strike when a small clapping noise echoed through the room. The two beings turned to see a figure cloaked in shadows with the only visible part being his moving hands.

"Who are you!?" The Hobgoblin roared. Spiderman looked closer at the shadows, using his enhanced sight to peer through the dark. "Oh no…" Peter mumbled as he realized who the figure was. The shadowy figure didn't move from his position, but decided to speak. "Impressive…both of you. For people who have started out so weak…OZ has truly made you more." "What are you talking about!?" Hobgoblin roared as his hands burst into flames. "Harry my boy…despite your power you still disappoint me somehow. But I guess all that unstable OZ has made you so delusional. So I will explain." Out of the shadows stepped Norman Osborn.

"Osborn…!" Peter muttered in shock. "Dad…?" Hobgoblin said in confusion. His word struck at Peter who tuned to face the Hobgoblin with shock. "Harry…" Spiderman muttered finally realizing what was happening here. Harry's sudden powers, the same sudden emergence of powers that Peter had received. 'Oscorp was responsible for all of it. Does Norman know? Did he do this to Harry? To my best friend?!' Peter could feel his rage boiling again and did his best to contain it.

"Harry my boy…" Norman said as he shook his head. "Such trouble and mayhem you have caused. I let you run rampant long enough. And why you have proven me that the Osborn's legacy shall not fade, you have drawn too much attention too soon. Isn't that right Peter?" The Hobgoblin glared down at the shocked vigilante. Spiderman glared at Norman in rage and confusion. "How—" "Please my dear boy a man running around the city with extraordinary powers who calls himself Spiderman…and a young teen bitten by a spider dosed with OZ. It doesn't take a full-blown genius to connect the dots my boy." Peter slowly lifted himself to his feet as he unsheathed his claws.

"You did this to Harry?" Peter asked, voice shaking with rage. "No, He did it to himself. But it was my formula that has given him such amazing power." The Hobgoblin snarled in rage as his hands continued to burn. "You…" "Harry, your power is growing…but you caused too much damage to contain. And like any good business man, I must cut you loose." "Just try it old man!" Norman smiled at his son's eagerness for a fight. "Very well my boy. Allow me to teach you all a lesson."

Norman's face began to contort with pain as he fell to his knees. He grunted in pain as his body began to grow. His shoulders grew broader as he increased in height, clothes tearing and burning. His skin changed to a greenish, scaly hue with two curved horns sprouting from his skull. "Graaaaah…." Norman moaned as he finished his transformation.

In front of the two teens stood a monstrosity of equal size and shape to the Hobgoblin. His horns curved downwards and his body was coated in green scales. The creature that was formally Norman Osborn stood up as fire burned in his hands. "Well Harry…let's begin."

The Hobgoblin roared in rage as he charged forward. The Green Goblin followed suit, leading the two goliaths into a vicious tackle. The Hobgoblin lifted the Green Goblin in the air before throwing him into the wall. The green goliath tore through the wall before unleashing a payload of firebombs into the room. The Hobgoblin stood his ground while Spiderman leapt through the demolished wall to avoid the inferno. Peter could see the two goblins clashing in the next room.

'This is insane! I could barely handle one and now I've got both to deal with!' Spiderman readied a new set of impact webbing and primed a web-grenade. "Eat this!" Peter chucked the explosive at the two goblins and watched as it exploded in their faces, sending strands of impact webbing all over the room. The Green Goblin became enraged at the interruption to his battle. "How dare you!" A torrent of flames erupted from the brutes body, incinerating the webbing that previously bound him. Spiderman leapt back to avoid the fist that smashed through the wall. The web-swinger quickly retaliated with a punch to the Goblin's jaw, staggering the monster for a brief moment.

A blow to the stomach knocked the wind from his lungs as Peter was sent through a row of office desks. "Oww…" peter grumbled a he picked himself up. The wall behind him was ripped apart as the Green Goblin stormed through the room. "You die now boy!" "Try it you demented psycho!" Peter fired off a barrage of webbing that slammed into the larger super-being. The Goblin barely halted his advance as he continued forward with flames in his arms. He hurled his firebombs at the wall-crawler who rolled to avoid them. He jumped forward delivering a solid kick to the monster's jaw before landing a series of punches to the goblin's gut. "Guh!" Norman grunted before a blast of fire separated the two OZ induced beings. Spiderman turned to see the Hobgoblin, hands ablaze, murder in his eyes.

"I'll kill you both!" Harry screamed as he chucked his flames at the duo. Norman retaliated with his own attack while Spiderman leapt out of the building's window. He smashed through the glass and plummeted several stories before snagging himself with a web-line. A massive explosion ripped through the floor he had been on, filling the skyline with smoke and embers. "Talk about family problems…" Spiderman began the climb up the building, being careful to avoid the debris that fell from the ruined floor. Spiderman finally reached the floor as he looked at the two goblins who were locked in a brutal fight.

Harry smashed his fist into his father's face only to receive a vicious knee to the stomach. "Graah!" Hobgoblin delivered a flaming uppercut that exploded under the jaw of the Green Goblin who was sent flying into a nearby wall. The golden skinned demon pushed his advantage as he rushed forward only to be met with a dual stomp-kick to the chest, flooring him instantly. The green demon hurled a firebomb at his son. The attack exploded in front of Harry, sending him back further. The Hobgoblin snarled before whistling. Spiderman turned his head as he heard a loud humming noise. Heading straight for the building was a massive glider armed to the teeth with weapons.

The mechanical armory flew towards the ruined floor, firing off bullets and explosives as it came closer. Spiderman smashed threw the window he had perched on to take cover behind the dozens of desks and structures that littered the office. The glider ripped apart the room with its machine guns, carving a path of destruction straight towards the senior Goblin. The bullets pelleted Norman's skin like a pack of angry hornets. "Graah!" The Green Goblin ran forward avoiding the strafing patterns the glider was doing. The Hobgoblin saw his father's action and leapt onto his glider, taking control. The younger Osborn pulled his vehicle around the building and continued to rain fire both with bullets and literal flames. Norman retaliated by firing off more firebombs, but it was clear who had the upper hand.

The Green Goblin was blasted back by a missile courtesy of Harry. "How is that old man!? Nothing like a little air superiority!" the Hobgoblin cackled maniacally. "True my boy you are doing rather well…but the OZ you ingested was a prototype. While mine is the true version." As Norman finished his sentence, two lumps began to form on his back, moving until they rested above his shoulder blades. Norman grunted in pain as the two lumps ripped through his scaly hide to reveal a pair of bony appendages roughly seven feet in length. The long structure unraveled to reveal leathery wings that dwarfed the Goblin in size. "My serum forces me to evolve." The two horns on the Goblin's skull began to grow and twist as his body structure grew as well. Norman finally stood up to reveal that he had grown about two feet in height. His horns were thicker and his muscles were larger. His clawed hands popped and cracked as he tested his body.

For once during the entire fight, the Hobgoblin looked afraid. "Now Harry…ready for your punishment?" The Green Goblin's eyes burst into flames as fire ignited all over his body. His wings flapped in the air as he shot forward. The Hobgoblin's glider reversed its path, flying away from the destroyed floor and into the air to gain distance over its foe. The Green Goblin followed in hot pursuit as they continued their battle in the night sky.

Spiderman looked out from the destroyed window to see his best friend and said friend's father duking it out high in the night sky. Flames burned through the air as the two super-beings unleashed volleys of fire at each other. Peter watched as the two battled, awe-struck by the intensity of it all. "Can't let them hurt anybody else…especially now that they're out in the open." Spiderman leapt from the building's demolished floor. He fired off a web-line that latched onto the tail end of Harry's glider. He pulled himself forward so he was swinging right behind the two goblins.

"Alright boys! Let's take this outside!"

**Hope you like the chapter! As always review and favorite!**


	33. Chapter 33: Night of the Goblins Part 2

**Disclaimer: I do not own Spiderman or any characters from Marvel. All characters belong to their respective owners. **

**Chapter 33**

**Night of the Goblins (part 2)**

…**.**

**New York City**

Spiderman dodged another firebomb that was aimed for his head. He back-flipped in midair to avoid the attack and fired off a volley of webbing. The attack pelted the Hobgoblin in the face. The orange demon struggled to remove the adhesive all while trying steer his glider. Needless to say it wasn't pretty. The Green Goblin swooped in slashing at the wall crawler who leapt into the air with the aid of a web-line to avoid the attack. Peter fired a strand of webbing, striking the Goblin's shoulder. Spiderman landed on the side of a building before grasping the webbing attached to Norman's shoulder.

"Eat this!" Spiderman unleashed a jolt of venom-blast into the body of the Green Goblin. The brute snarled in pain as he struggled in the sky. "Graaah!" The Goblin slashed at the web-line, cutting it in two. "Haaaa!" The Green goliath raised his hands as a massive sphere of flame began to materialize between the goblin's hands. "Die you pathetic annoyance!" The Green Goblin hurled the flaming comet at the red and black hero who leapt into the air to avoid the blast. Spiderman felt the resulting explosion, sending him flying through the air before he stopped himself with a web-line. "Dammit!" Spiderman swung into the air firing off web-lines to recover the altitude he had lost from the explosion.

'These guys are by far the strongest people I've ever fought! Is this the OZ?' Peter thought as he trailed after the battling Goblins. By now Harry had removed the webbing and resumed firing upon his father. Norman gracefully dodged the bullets and fireballs launched from his son and his glider. He swooped in closer, attempting to slash his son across the face but Harry strafed to the side, pelting his father with firebombs as he did so. Norman snarled din both rage and pain.

Spiderman vaulted into the air before blasting the two with webbing. Each Goblin moved to avoid the attack, ducking and swerving through the sky. The Hobgoblin dropped altitude to distance himself from the fight before firing off more bullets. Norman swerved around the bullets and was slammed with a slew of webbing, pinning him to a building. "Hang tight Normie!" Spiderman allowed himself to drop down, aiming straight for his friend. Peter pulled on a web-strand and was hoisted to the side to avoid the incoming gunfire.

He slammed into the Hobgoblin causing the glider to tilt off balance. The flying contraption began to spiral out of the sky as Spiderman grappled with his OZ induced friend. "Come on Harry don't do this!" "I'll kill you!" "This isn't you man! It's just the serum screwing with your head!" "It's me beating your scrawny ass!" The Hobgoblin grabbed the agile fighter before hurling him from his glider, regaining his vehicles stability as a result. "Your dead Peter! Now burn!" The Hobgoblin's hands burst into flames as he chucked a volley of fireballs at the falling web-slinger. Spiderman fired off several webs to pull himself in multiple directions. He moved left and right through the night sky, dodging the flaming projectiles as they missed him by centimeters.

"I am getting real sick of those!" Spiderman yelled as he pulled himself forward on a web. He launched forward slamming into his former friend before delivering several punches, each one laced with venom-blasts. The electrically charged punches hammered into the Hobgoblin's jaw staggering him with each blow. Harry tried to retaliate but was met with a red claw plunging through his right arm. "Graaaaah!" he screamed as Peter's metallic arm remained lodged inside the Hobgoblin's hand. "Damn you!" Spiderman continued to beat his friend as the glider dived into a tailspin. "Come on Harry! I thought you were stronger than this!" "Guh!" Harry grunted as Spiderman sent surges of electricity through his body. The Hobgoblin struggled to retaliate as the electricity coursed through his body. Spiderman saw how close to the ground they were and leapt from the glider, landing on the edge of an outstretched ledge.

Harry was quick enough to recover and jerk his glider up, just barely missing the concrete street. The Hobgoblin snarled, tasting blood in his mouth. "Dead…you are all dead!" he screamed in rage. Spiderman looked down at his former friend in anger before his spider-sense sounded. He back flipped up the side of the building to avoid the burning form of the Green Goblin who smashed into the building. Spiderman again moved out of the path of a burning goblin who ripped through the building yet again, his wings flapping in the sky. "I won't allow you to interfere anymore Parker!" "Can it Osborn!" Peter screamed in rage as he jumped forward tackling his winged adversary. The Green Goblin tried to throw a punch, but the nimble hero leapt over the blow before firing a web-line that pinned itself onto Norman's back. Spiderman flew forwards unsheathing his claws into the senior Goblin's back. The brute screamed in pain as Spiderman wrenched his claws from his back. "I'm taking you both down Goblin! Alive or dead! You are going down!" As if on cue all four of the mechanical arms were released from Spiderman's back, arching forward for the kill.

Norman moved back and kicked Peter off of him, causing the hero to plummet. Spiderman dove towards the edge of the building using his bladed arms to stab into the building. Spiderman skidded down the building before halting. 'This guy just won't stay down!' Peter screamed inside his head. Spiderman turned his head to see the Hobgoblin had rejoined the battle. The orange demon was hurling firebombs at his father in a vain attempt to incinerate the green colored demon. Peter could tell by this point that both goblins were varying degrees of pyro-kinetics. 'Don't these idiots realize their attacks aren't really hurting each other!?' Spiderman dashed down the side of the building before leaping into the air and firing a web-line. He swung into the air and catapulted himself up towards the two demons fighting in the sky.

Fire and debris rained from the sky, sending pedestrians running for cover. Spiderman quickly fired off several web-lines in tangent with a few web-grenades. He watched as the devices were snared by his webbing before detonating over the streets of New York. The interlocked explosions created an intricate system o nets that caught the falling debris. 'Civilian casualties zero!' Spiderman cheered in his head. Those cheers halted abruptly as an explosion rocked the sky. The web-slinging vigilante looked up in the sky to see the Goblins locked in a fierce aerial combat.

The Hobgoblin zipped through the air on his glider before unleashing a torrent of gunfire. The Green Goblin dived low, avoiding the bullets, before sweeping in closer to unleash an explosion of flames onto his son. Harry snarled in annoyance as his glider flew backwards. After gaining some distance the Hobgoblin launched a missile at his father. The projectile flew towards its target before a thin strand of webbing snared its side. Spiderman pulled down on the missiles and spun, twisting the missile and sending it straight towards Harry. The Hobgoblin was too late to react and was hit head on by his own projectile.

The gray glider plummeted from the smoke cloud before regaining stability. Flames and smoke billowed off the body of the Hobgoblin who now bore a nasty scar across his chest. "Huuurn…" He grumbled as blood dripped from his wound. He whirled around on his glider and locked his sights on the wall-crawler. The guns on the gilder's front began to rotate in preparation to fire. "Die!" The guns roared to life as bullets exited the barrel of the machine gun. Shrapnel tore apart glass and steel as Spiderman leapt into the air. He swung through the air before vaulting in mid-fight. Rotating a full 360, and fired off a barrage of impact webbing. The shots struck home, right on the muzzle of the machine guns. The Hobgoblin didn't realize what was happening until a loud bang noise emanated from his glider. Smoke and fire burst forth from the front of the vehicle. "Graaah!"

The glider began to spiral downwards. Spiderman dashed forward on the edge of a building before jumping towards the Hobgoblin as he plummeted from the sky. The red and black hero dove through the sky on his way towards the falling Goblin. The Hobgoblin struggled to control his falling vehicle. Spiderman fired off a web-line and pulled himself forward. He grabbed onto the Goblin's back before sinking his claws into his shoulder. "It's over Harry! Pull up!" "You smashed the flight controls you moron!" "Then leap off I don't care just give it up now!" Peter sunk his claws deeper into the monster's back, drawing blood from the wounds. The Goblin screamed in pain as they came closer to the ground. "Pull up!" "I die! You die!" The Hobgoblin leaned forward on his glider to boost its speed.

"Haaaarrryyy!" Spiderman saw no other choice. Four mechanical blades launched from his back and pierced Harry's chest. "Arrrggg!" He howled as the blades ripped themselves out of the Hobgoblins chest. Blood flew through the air as peter conducted his venom-blasts into the back of his former friend. "Auuuuugg!" harry screamed as Spiderman pulled him back, the glider followed as they began skid over the concrete, leaving sparks and scrap in their wake. Spiderman swerved around as many cars and objects as he could (admittedly he smashed into more than a few).

The Glider, as well as its riders, smashed into a parked bus. The two super-beings went careening through the bus and then some. The Hobgoblin slammed, headfirst, through a set of cars while Spiderman smashed through a building's wall. Peter plowed through a desk, then a wall, then another desk and then into an open cafeteria where he smashed into a counter, reducing it to splinters. Spiderman slowly lifted himself up off the ground, moaning in pain as he did do. "Fuck…did that hurt…"

Spiderman limped out of the building, doing his best to steady his breathing. He walked into the demolished streets to see the burning wreckage of the glider, lodged in the side of a bus. "Harry…need to find Harry…" Peter limped through the street looking for the Hobgoblin. He found his friend lying in what remained of a truck. By now the monster was beginning to shrink. Muscle began to retract as bone snapped and shrank. The Horns on Harry's skull began to crumble and break as he skin became pale. Spiderman grabbed the young teen and moved him from the damaged vehicle. By now Harry had fully regressed to his human form and bore several nasty scars from his fight, in addition a bleeding head wound. "Shit…" Peter sprayed a coating of webbing over the side of the wound to reduce the bleeding.

Before he could perform any more medical treatment a shadowy figure flew over the area, drawing the web-slinger's attention. "What have you done?" The Green Goblin said in disbelief as he saw the injured form of his son. "What have you done to my son!?" The Goblin flew in with astounding speed slamming into the wall-crawler. The duo was sent hurtling through the walls of a café where they crashed into the kitchen. The Goblin hurled the young hero into another wall before moving forward. The goblin's immense size gave him formidable strength, but also limited his mobility. He struggled to move through the kitchen, knocking pans and shelves over as he stomped towards his prey.

Spiderman slowly moved from the floor, rage burning his insides. "Me? What did I do? You…you were the one who dosed him! You were the one that pushed him to the breaking point! You are the only one who is responsible for this!" Spiderman grabbed the side of an oven before wrenching it free of the walls. He slammed the appliance into the face of the now stunned Goblin. His wings smacked against the walls, furthering his cramped conditions. "Ugh!" he grunted as he retracted his wings. Even with his new -found space, the Green Goblin still found it difficult to move. Spiderman saw his advantage and pushed it unleashing his talons as he shot forward. He barreled into the goblin, slashing at his jugular in an attempt to wound him.

The assault worked as it sliced the organ clean open. "Gurk!" The goblin grunted as he grabbed his throat to prevent the bleeding. Spiderman followed up with a venom-fueled punch that staggered the green brute. Spiderman jumped forward and delivered a powerful kick to the Goblin's skull. "I'll kill you for what you've done Osborn!" Spiderman slammed his knee into the goblin's face driving him back into a wall.

Norman snarled in defiance as his body emitted a faint glow. "Oh shi—!" Peter exclaimed before a blinding flash ripped through the room. A massive explosion ripped the room apart, sending the young hero flying into the street. He recovered fast enough to land on his feet, although the left side of his costume bore some nasty cuts and burns. The Green Goblin pushed through the burning rumble he had created as he made his way into the abandoned streets. "I wanted what was best for my son! He had finally earned true power! Raw, unrestrained power! He had done me proud! Worthy of the Osborn legacy he was!" "Please cut the crap! 'I only wanted what was best for my son', that is a load of bull! You turned him and yourself into a monster Norman!" "And what are you boy?" "Me? I was a geeky teenage boy who lost his uncle and now I'm putting all my power to use. I've saved people. I'm a hero. I just proved that power isn't just some gift to waste! It's a responsibility that you have to uphold! And you! You squandered that power!"

The Green Goblin snarled as his wings unfolded. "You know nothing of my family boy!" "I knew Harry well enough to see he didn't want this! For either of you!" "BE SILENT!" The Green Goblin unleashed a massive wave of fire that smashed into the wall behind Peter. The young teen had dodged the attack a mere second before it had hit. He rolled to his feet and fired off a volley of web shots that rendered the Goblin's right hand immobile. With his left hand the goblin hurled a set of firebombs that slammed into the street, setting fire to the concrete walkway.

Spiderman back-flipped out of the way before unleashing a slew of impact webbing. The Goblin took the attack head-on, his body bursting into flames. The netting held for only a few seconds before becoming a wilted mess. The Goblin roared in anger stomping towards the arachnid hero. "I will rip you apart you miserable insect!" Spiderman unleashed both his talons and mechanical arms as he prepared for his showdown. "Do I really need to send out a memo or something?! Spiders are arachnids!" He shot forward swinging his claws at the goblin. Norman moved back to avoid the claw swipe, but had to guard against two mechanical blades that tried to decapitate him. "Uuuhg!" Spiderman followed up with a fierce, dual stomp-kick that slammed into Norman's chest, knocking him off balance.

Spiderman leapt forward and delivered a powerful punch to the Goblin's jaw, only to be thrown back by the brute's strength. The Goblin rallied as he struck forward demolishing a car with a single blow. Spiderman moved left and right to avoid the punches from the green goliath. Spiderman jumped up and unleashed a net of thick webbing that the goblin incinerated with a fireball. Norman unleashed more and more flames in an attempt to kill his adversary, but the wall-crawler's agility gave him a keen advantage.

The goblin rose into the air, with the help of his wings, unleashing a torrent of flames that slammed into the street, blowing it sky high. Peter smashed into the pavement, attempting to steady his pounding heartbeat. His healing factor was working over time to repair the damage his body was sustaining throughout the fight. His suit was torn and singed, his body cut and bruised. Peter knew he was on his last legs as he looked up at his airborne foe.

The goblin circled the area and unleashed a torrent of flames that rushed over the streets. Spiderman dove behind a car and spotted a fire hydrant not far from him. Firing off a web-line, he pulled the line with all his strength and ripped the red container right out of the street. The pressurized water burst into the air like a geyser. Fire met water, creating a massive cloud of steam that blanketed the area. The Green Goblin sneered as his prey vanished inside the mist.

"Come on out Spiderman!" The goblin roared as he flapped his wings to create a gust of wind to disperse the fog. Before he could react, a red fire-hydrant smashed into his body, flooring him on the street. The goblin attempted to lift himself but was met with a red and black blur smashing into his chest. Spiderman wailed on the goblin, each punch coursing with electricity. The blows stunned the OZ powered brute who struggled to escape his grasp. Norman finally retaliated by unleashing a blast of fire from his body that sent the wall-crawler flying into the street where he smashed into a truck. The young teen pulled himself off the wrecked metal hull, nursing his now bleeding side.

The goblin lifted himself off the ground, body still burning. The young hero unsheathed his claws as he struggled to stand. The Green Goblin stomped towards the hero before slamming his body into the hero. Spiderman slammed into a truck, nearly breaking through its metallic shell. "Gaaah!" Peter screamed as he dropped to his knees. The Goblin grabbed him by the throat and hoisted him into the air. Spiderman struggled to break free of the monster's grip. The goblin snarled as he tightened his hold on Peter's neck. "You have interfered with my affairs for the last time!" The Goblin reeled back his fist to deliver the finishing blow but was met with excruciating pain in his left arm. Spiderman fell to the ground alongside a green, scaly hand. The Goblin gripped his severed arm while screaming in pain.

A single bloody blade extended from Peter's back. The masked teen smirked under his mask as he saw the goblin howling in pain. "Adapt to that bitch!" He yelled out as he rose to his feet. "Gladly!" The goblin roared as a greenish lump began to form around his wrist. Five thin appendages burst forth from the mass before gaining density and size. Soon enough, the goblin had a newly formed claw. Unlike his previous hand, the new was covered in thick stone-like scales that covered the new limb. The hand was larger in size with elongated claws. "Now do you see the true power of OZ!?" "I thought the wizard in that movie was a fraud." Peter quipped. "Insolent little shit!" "Language jackass!" Spiderman shouted as he launched a volley of web-shots at the mutated billionaire. The Green Goblin simply waved his hand over the air before the shots burst into flames, withering before they could hit their target. "The fuck?!" A sinister grin spread across Norman's mutated face as he lifted the claw in the air.

"Burn and die!" He brought his claw down unleashing a blast of fire that washed across the street, bathing the pavement in fire. Spiderman had been quick enough to launch into the air and was now clinging to the side of a building. "I'm getting real tired of almost burning to death!" Peter snarled. The Goblin leapt into the air before swooping towards the hero, intent on burning him alive. Before he could proceed the whirring of helicopter blades ripped through the sky. The two super-beings looked up to see at least three black and grey helicopters circling the area. Each machine was outfitted with machine guns and rocket launchers all aimed at the street.

Peter noticed a gold and silver emblem marked on each chopper's side, an eagle held within a circle, SHIELD. "Oh Hell." Norman muttered before a rain of gunfire ripped through the night. Bullets ripped apart buildings as gall flew through the air, debris falling everywhere. The Goblin roared in defiance as the burning shrapnel slammed into his body. The bullets ripped his skin along with his wings. The green monster plummeted from the sky before slamming into the concrete floor. The choppers continued their assault, unleashing a torrent of gunfire upon the Green Goblin. The OZ fueled villain roared in defiance as bullets pelted his hide. He began to unleash wave after wave of firebombs blasting and shooting whatever he could hit. Luckily for him the attacks hit home, blasting one chopper in its front, causing it to nose dive.

The vehicle spiraled out of the air, nearly hitting the other choppers on its decent. The vehicle smashed into the street, skidding on concrete until it slammed into a building's side. The Goblin roared as he continued to hurl fireballs at the flying vehicles. Spiderman stayed where he was observing the situation. He saw the Goblin retaliating with as much force as he had when their battle began. 'If this goes on much longer he'll adapt again!' Spiderman scanned his surroundings, looking for anything to turn the tide of battle in his favor. His eyes fell upon the downed chopper and its weapon package. On its side rested a large payload of rockets. He leapt into action, diving towards the downed vehicle.

Spiderman wrenched the weapon attachment off the chopper's side. He attached line of webbing to its body before beginning to spin it over his head. He held onto the line as he continued to spin the payload like a mace. The goblin's attention was still focused on his flying adversaries, so he failed to notice the hero's actions. Spiderman finally let the weapon slide from his grasp, allowing it to hurtle towards the unsuspecting villain.

By now the second chopper was falling from the sky making the goblin cackle with mad laughter. In his ecstasy of destruction, he failed to see the incoming projectile until it was too late. The explosion rocked the area as fire soared through the air. Peter watched the inferno as it raged in the street.

The fire began to die down as the final chopper circled the area. The smoke cleared to reveal the burnt body of the Green Goblin. His charred form began to shrink as well as heal. Much like it had with Harry, the OZ had finally burned out. Norman Osborn laid in the crater covered in cuts and burns. Spiderman moved closer to the body. He could see Norman's chest rising and falling as he breathed. "Guess you your gonna live asshole." Spiderman walked away from the crater as the SHIELD chopper landed to deposit its ground troops.

Peter paid the soldiers no mind as he walked to examine his downed friend. Harry looked beaten and half-dead, but he was still breathing. "Come on Harry stay with me." Peter muttered as he checked the pulse and body for any other problems. Several SHIELD paramedics ran to assist the young hero. "Sir move aside!" Several soldiers tugged on Peter's shoulders but were met with elbows to the ribs, flooring them both. Another soldier aimed his gun at the hero and prepared to fire. "Hold fire!" Both the soldiers and Spiderman turned to see Nick Fury approaching the area, his trademark trench coat billowing behind him.

"Kid you don't have the skill to treat those injuries. You either let my team help him or his death goes on your conscience. Peter glared at the eye-patch wearing ma before stepping away from his friend. "You knew what happened." Peter said not looking at the spy. "We had our suspicions that Osborn was conducting super-soldier research." "Suspicions? What the super-secret spy agency had trouble breaking into a lab company?! You had all the evidence you needed and you still did nothing!" "Stuff like this isn't something you can just barge in and stop kid. It takes time and precision and sometime things come up that can't be avoided or put off. So a little company messing around with an unsolvable serum wasn't priority one." Peter's glare only intensified. "Anyway Osborn going up to the Triskelion for what he's done. His son too." "What?!" "I can let a kid with super-powers run rampant like this and then let him go. He destroyed several city blocks and tried to kill you. You really think he gets to walk?" "He wasn't in control!" "Mutants who's power first manifest don't have control. This kid dosed himself with OZ and went on power-crazed rampage. Once we reverse the affects he'll be put on trial." "That's bull-shit!" "That's life. You grow up, you make tough decisions. Another one I had to make just recently. Since you've been dosed with OZ, unintentional it may have been, you're still an illegal genetic experiment." Peter did not like the sound of that. "And because of that, you'll be property of SHIELD when you turn eighteen."

At that point Peter snapped, Fury was sent flying into a car, smashing its windshield. Spiderman leapt into the air and fired off a web-line before swinging off into the city. Several soldiers rushed towards the chopper to give chase but were stopped by Fury who simply raised his hand. "Let him go. He's been through enough tonight." Fury moved from the crushed car and stood. Kid hits hard…" he muttered as several paramedics approached him. He dismissed them with a wave of his hand. "Get these freaks back to the Triskelion."

The soldiers quickly obeyed bringing both Osborns on board the chopper, ready to be moved to the Triskelion.

…**..**

**Junkyard, Upper Queens**

Peter slammed another car into the ground before ripping it apart with his claws. He slammed his fist through its hood before ripping it in half. The two pieces of junk flew through the air before smashing into separate piles of scrap metal. Peter's rage was threw the roof. All his anger was ripping its way to the surface as he tore apart all the cars in the junkyard. He couldn't risk taking his rage out on a criminal, he was sure he would kill them.

Peter punched another car, sending it barreling back towards the gates where it slammed into the metal wires, nearly breaking through. "GOD DAMMIT!" He screamed into the night, not caring who heard him. _"So much rage…" _Peter whirled around to find the source of the raspy voice, but saw no one. _"Rage pollutes the soul…we know that…" _"Who are you?!" Peter screamed unsheathing his claws. The second he saw anything he would rip it to pieces. "_You know us Peter…you helped make us." _"What?!" Peter reacted to late as a swarm of black tentacles slammed into his side, sending him careening across the junkyard. He slammed, painfully, into the door of an old truck before falling to the ground.

The black tentacles gave no time for respite as they swarmed the injured hero. The black tendrils lifted him into the air, restraining his movements. Peter watched as a large black mass began to slither out of the shadows. The black sludge began to pile as it took a rough human shape, but on a massive size. Peter's eyes widened under his mask as he saw his childhood friend turned monstrosity. "Eddie…" "_Wrong!" _the creature snarled as a sinister smile spread across its face, its razor sharp teeth now showing. The mass took its true shape, a massive black figure with tentacle streaming from its back, a white spider symbol stretched across its chest.

"_We are Venom…and we wish to thank you, Peter…" _"This is how you say thanks?!" "_Our apologies…but your anger is…disturbing. Are you calm enough to talk?" _"Hardly! But…I'll listen to whatever bull-shit you're going to say." "_Close enough…" _Venom lowered the hero to the ground before moving back, taking its tendrils with it. The black suit retracted inside of its host leaving a tall blonde haired man in a black trench coat and slacks. "This make things easier for you?" Eddie asked while smiling. "Its certainly less appalling…" Peter said as he stood up. "You think just because you look like my friend I'll trust you?" "Probably not. But it is me man. I might have an extra voice in my head but I'm still Eddie Brock. The one an only, brother."

"My brother died when he drowned himself in the sewers. I don' know who you are." Eddie's smile didn't drop. "You didn't seem that way when you tried to stop me at the Baxter Building." "Force of habit." "Right…Listen I'm here to offer you some help." Peter moved back to sit on a wrecked car, while Eddie did the same. "Why would you help me? I did freeze you after all." "Well…I was on a murderous rampage." "One you haven't stopped." Eddie gave him a quizzical look before he tried to speak. "I do-" "The murders down in Harlem…a bunch of drug dealers eaten alive, nothing but bloody corpses left." "You said it yourself Pete, they were drug dealers, selling to kids. Someone had to clean up the streets." "And leave a bloody mess in the wake? What are you? Some lethal protector? You're the same monster that was set loose on the streets. You are not you! You're still using the suit! And its using you!"

"I know. The suit's the only thing keeping me alive. It's feeding on the cancer, keeping it at bay. So what if I feed on a few criminals? They were bigger monsters than I was." Peter glared at his former friend as his claws extended. Eddie saw his actions and shifted slightly on his seat, although his smug smile never left his face. "You really want to start a fight? You look like shit man! I can see that half your body is broken and burned! You wouldn't last five minutes buddy." Peter glared at the man while his claws remained ready. "I'm going to help you solve some of your life's problem." "What do you mean?" Peter nearly barked.

"Let see, Uncle Ben, Gwen, the Osborns, and your buddies Flash and Liz." Peter's hand formed fists that began to shake in rage. "I can't help the dead. And I ain't breakin into the Trsiskelion, I maybe a sociopath but I ain't suicidal. What I can, and will do for you old pal, is help your crippled friend currently residing in a hospital bed. " "What can you do to help Flash." Eddie moved from his seat on the car and walked towards Peter, circling him like a predator circles his prey. "I can give him back his legs." "How?" "Simple. Give him the suit." Peter's answer was immediate. "No way in Hell." "Hear me out brother. I know why the suit did what it did." "It turned you into a monster!" "It's curing me! Keeping the disease at bay! Making me stronger!" "By murdering others!" Eddie simply smiled as he stepped back. "That's why I'm only going after the worst of people, Pete. No one will miss them, the city is better off without them." Peter snarled at his statement.

Spiderman rushed forward and grabbed Eddie by the collar hoisting him up, to his credit, Eddie showed no sign of fear. "Murder is wrong!" "You didn't seem to think that when you killed that mugger." Peter stared at Eddie with wide eyes. "Peter the suit latched onto you for about five seconds, that was more than enough time to imprint your memories on it. Everything you knew at that time, I know." Peter threw Eddie to the ground. "I can save him Peter, give him back his legs with the suit, with none of the side-affects! I know how to fix it!" "Then why haven't you fixed it yourself?" Peter said still ready to start a fight at the drop of a hat.

"It's our DNA Pete! Yours and mine! Together! It resets the suit! Makes it adaptable to a new host. I don't want to be fixed! My suits perfect the way it is! I can help him! So let me help him Peter!" Peter remained silent as he considered his options.

"If we did…and I'm not saying we should! But if we did…how?" "First we need to go to his hospital."

…**.**

**Lenox Hill Hospital, Manhattan**

The residents of the hospital went about their rounds without too much trouble, of course there was always a patient who needed help in the middle of the night. One nurse walked into the room of one Eugene "Flash" Thompson. The nurse set a new bag of IV fluids up and checked his vitals. The young teen was asleep in his bed, no signs of distress. The nurse smiled before leaving the room, closing the door as she did so.

Unbeknownst to her tow figures had perched outside the room. One wrenched the window opened with the use of its claws while the other slipped in. The first figure removed his mask to reveal Peter Parker. He stood over his crippled friend who laid peacefully in his bed. "So how is he doing mentally?" Eddie asked as his suit retracted into his body. "Depressed." "Well…let's fix that shall we." Eddie extended his hand as small black tendrils began to trail out of his sleeves. Before he could move further Peter grabbed his hand halting its advance. "If anything happens to him because of this…I will make sure you pay." "Nothing will happen. Well except where the suit gives him back his legs and heal the rest of the damaged tissue." "Just make sure that's all it does." Peter said while sending a small current of electricity through Eddies arm, making the man cringe in slight pain. "Got it, now let go."

Peter released his grip on Eddies arm, allowing the black tendrils to continue on their path. Peter removed a small vial of blood from his pocket before looking at Eddie. Seeing his friend's look, the older man grew a single claw on his left hand and sliced his wrist. The black tendrils slithered across the cuts mixing with the blood. The red and black strands poured off Eddie's hand and onto Flash's exposed arm. Peter broke the vial of blood he carried, releasing the red fluids onto the tendrils. The resulting liquids mixed together as they slithered across the boy's arm. Peter watched in both disgust and intrigue, as the black goo traveled up his arm before sinking into his skin.

For a brief moment, nothing happened. Suddenly, Flash began to spasm and jerk in his bed, thrashing about like he was having a seizure. "What the Hell?!" Peter moved forward to try and assist his friend but was held back by Eddie. "Let it take! It'll pass, just let is happen." Peter watched in agony as he saw his friend trashing around, his monitor beeping loudly to signal his hearts rapid increase in stress. After what seemed like an hour of excruciating agony, Flash's vitals finally stabilized as his thrashing ceased. Peter checked the monitors to make sure everything was in order. Eddie ran his hand over Flash's neck, checking on the new symbiote's status. "It took, and rather well. Looks like its improving everything, muscle mass, tissue and skeletal reinforcement…" "Is he okay?" "Better I'd say! The symbiote's taken without any problems. The DNA is bonding perfectly." "So he wont go 'Venom' right?" "Nope." Peter sighed in relief, sitting down on one of the chairs.

"I can't believe I just dosed my friend with…" "Venom? I was still surprised that you agreed! But he should be fine, as long as he doesn't get into anything dangerous." Peter was about to question what he meant when the sounds of panicked orderleys flooded the hallway. "That's our cue to go!" Eddies suits enveloped him in a thin layer of black sludge making him look like a black suited Spiderman with a white spider-emblem across his chest. The two men exited the room through the window right before the hospital workers burst into the room.

By now the only thing that seemed out of place was the open window.

…**.**

**New York**

Spiderman and his black-suited companion landed on a roof several blocks from the hospital. Peter leaned against a nearby railing as he attempted to calm his breathing. Eddie saw his friend's actions and helped to lower him to the ground. "Breathe dude." Peter sat on the ground as he caught his breath. "How do they do it?" "What?" "How do people do it Eddie? How do they keep going through all of it?" Eddie remained silent as he watched his friend cry. "I don't know how man, Just take hold of whatever's in front of you and ride it 'til the end. Sometimes that's the only thing you can do." Peter wiped his eyes as he leaned against the roof's edge.

"Fuck." He muttered before laying down on the ground. Eddie stood up and walked towards the roof's edge. "Goodbye Peter. I'll see ya when I see ya." The symbiote released itself onto its host, transforming him into Venom. _"We will see you again Peter." _"Wait…have you been following me for the past few days?" _"We have only recently returned here. We do not trigger your senses"._ With that, Venom leapt from the roof firing off a black tendril and swung through the air before disappearing.

'Great. No breakthrough on what the hell is happening to my spider-sense. Please god, if you do me one favor in life, please let Flash be okay from this.' Peter lifted himself of the ground and walked towards the edge. He looked out over the city and sat down on the edge. "Just another night…" he muttered as he watched cars and people walk by.

…

**Triskelion**

Nick Fury walked through the halls of SHIELD's main headquarters, heading straight towards the R &amp; D center. He entered the room to see several scientists working diligently in their labs. Fury walked forward looking for one specific scientist, one he really didn't like dealing with. He walked towards a separated section of the laboratory and entered a separate door leading to the lower lab levels. Fury walked towards the lower labs entering another room.

The room was dimly lit with red lights emitting from large tanks filled with strange liquid. Electricity coursed through several generators as machines whirred around the area. "Blitzschlag where are you?" "Here director." Fury turned around to see a man of shorter stature (mostly due to the fact he was hunched over on a cane). The man's face was riddled with wrinkles. Grey haired ran down from his balding head. "What re you working on here?" "The genetic cloning you wanted me to test. It's working surprisingly well. We already replaced the young boy killed in our 'training accident'. The other three are doing surprisingly well especially after they were told what happened to their donor." Fury walked past the German scientist and looked at several of the human sized pods that contained glowing red liquid.

"Are they combat ready?" The German scientist hesitated before answering. "Possibly…I believe they still need time to mature. Both physically as well as mentally." Fury gave him a questioning look as the doctor shifted uncomfortably. "Don' get to attached to things." Fury said before placing a thumb drive on a table. "What's this?" "Your new assignment. Put off any additional cloning for now and focus on this." "A new project? That could be interesting. But what pray tell is on this drive?" "All the information on an Oscorp project called OZ. Its what gave the new hero his powers. I want to learn everything about it." You mean that Spiderman fellow? I see, I'll see what I can do. What do you want to do with the info? Duplicate it? Or…" "I want to know how to remove it. I think its time for Peter Parker to lose his powers."

**Sorry for the late update guys! Hope you like this chapter and try and guess where I'm going with the story. As always, if you want to see a villain appear post it in the comments. **


	34. Chapter 34: Like Minded Individuals 1

**Disclaimer: I do not own Spiderman or any characters from Marvel. All characters belong to their respective owners. I've also realized some links to certain pictures or costumes haven't been going over so well. For Spiderman's costume, think the second Superior Spiderman Costume, but with white lenses instead of black and the red travels along the arms in a thick line. The web-shooters look like silver gauntlets over the suit, almost identical to the costume listed above. **

**Also check out my Ultimate Avengers and X-Men fanfic, to be honest I'm aiming for a better version of Ultimatum with different causes for the catastrophe and different casualties, there will be a lot. I hope I will continue to write even after my Ultimatum fanfic. Also let me know if you want me to write an Ultimate Power fanfic. If you don't know what that is look it up online its pretty interesting, I would be altering several things while throwing in new stuff as well. **

**Chapter 34**

**Like Minded Individuals Pt 1**

…**..**

**New York**

Peter Parker walked through the streets, weaving in and out of the bustling street. People bumped past each other while others just plowed through anyone in their way. Peter avoided the incoming people-traffic as he made his way to school. Flash was returning to Midtown High, after his stay at the hospital. The plan had worked perfectly, Flash was up and walking and would be able to return to football within in a month.

That news brought a small smile to his face as he saw his horrid high school. He walked up the steps avoiding the rushing people that ran up the steps and into the halls. Peter walked past the crowd but saw people hording around the newly returned Flash. Peter smiled as he saw the football team's makeshift version of a welcome back party. Peter decided to move away from the crowd and bumped into one of the few people he genuinely tried to avoid. Jessica Campbell. The head editor and chief of the Midtown High school's newspaper and website. "Hey Parker." The black haired girl said with a smug smile on her face.

"Oh hey Jessica. Look… I gotta get to class…soooo-" Jessica simply moved in front of the young teen, blocking his path. "Not so fast. Whatcha runnin for?" "Just trying to avoid the jock parade. So if I can get past you for a min-" "What changed?' She asked, still blocking his path. 

I don't get your meaning…" Peter laughed awkwardly. "Don't play dumb Pete. You used to be an anti-social nerd who was scrawny as hell, and now you're a confident dude who's gained a couple pounds f muscle and is now dating one of the hottest girls in school. So what happened?" "Some stuff…" Peter answered hesitantly. Jessica didn't look convinced. Thankfully his rescue came in the form of a beautiful redhead. "Hey Pete let's get to class!" She yelled through the crowded halls. She grabbed the brow-haired boy by the arm and yanked him forward, dragging him away from his interrogator.

"I love you so much right now!" Peter said as his girlfriend dragged him through the halls. "You can make it up to me later." His girlfriend replied with a hint of amusement in her voice. "What was Campbell asking you about?" "Why my demeanor has changed in the past couple of months." "Can't you just say that working at Oscorp has made you more confident." "I could if I actually still worked there." "What?" "I quit after what happened to Harry and his dad." "So you just quit? Wouldn't that be bad for collecting info?" "I stole a large amount of sensitive stuff from the labs and the mainframe. Along with some other tech." "I thought you were supposed to be the hero." "I'm flexible to a degree." Peter said with a smug smile. "Really?" "Just some stuff to repair my equipment and costume. Those Goblins put me through the ringer. It was a miracle my healing factor kept me alive." "Well I'm glad it did." MJ kissed her boyfriend on the cheek. The pair walked down the hall as they headed towards their class.

MJ stopped him before they entered the class and pulled him to the side. "Peter…are you okay?" Peter took a deep breath before sighing. "No. I'm far from okay. My best friend is a mutated psychopath. Liz is missing and now a wanted mutant. And Spiderman is being blamed for a huge portion of the damages. All in all…I—the…the only good thing that has happened this week…is Flash waking up and miraculously walking. Right now I'm just…just trying to keep myself from snapping." MJ looked at her boyfriend sympathetically. "I'm sorry MJ I just…" "It's okay…I get it Peter. But please, don't keep it pent up. I'm here for you." Peter nodded his head before moving past his girlfriend, only to turn back and hug her. MJ returned the gesture. "Y'know if we want we could juts skip class." MJ said while smiling. "I might like that." "Crowd's getting thinner…we'd have to go now." "Move towards the next class. Act like your heading for a locker."

The two teens moved towards the lockers near another class. The large crowd of students moved towards the classrooms. Peter and MJ moved towards the exit only to be stopped by a blonde haired nurse who was walking up the steps of Midtown High. She looked surprised to see the two teens leaving school so close to the bell ringing. " Mister Parker…I believe I told you there was only one excuse for being late to class. And you miss…" "Watson, Mary Jane…my friends call me MJ." "Care to tell me what you were doing so far from class when the bell is just about to ring?" "Well we both have a free period so we decided to—" "Get breakfast!" MJ finished as she dragged her boyfriend down the steps. 

"Yeah! So…uh…well be back in about an hour!" "With that Peter grabbed MJ's hand and dragged her down the street. Miss Arrow looked after the two while smiling. "This could be interesting."

…**.**

**SHIELD Headquarters, Triskelion**

The German scientist walked/limped back and forth between several large containers, each filled with glowing red liquid. Baron Blitzschlag walked through his lab, typing on various consoles while looking at four tanks. One was empty while the other three held what looked like a human being. The baron walked around the tanks and checked the vitals of their occupants. "Perfect." "Mind explaining what?" The Baron turned to look at the intruder only to relax as he saw Nick Fury looking at the tanks. "Only that the cloning is almost complete. No signs of genetic decay or physical regression. Mental capacity are also above acceptable parameters." "I thought I told you to research OZ." "I am. You want to remove Spiderman's powers, but what if we need to capture him to remove them. Using the Ultimates would be too public so I decided to make a group of operatives to enact that purpose." "So you made a clone of that deceased canidate." "Three clones to be exact. The operative known as MVP had a revolutionary physical superiority despite being a normal human with no post-human modifications or powers." "So you think they might be able to capture Spiderman?" "Maybe. But we always run the risk of them failing…so I want to run an idea by you." "I'm listening." "I'll need a DNA sample from Spiderman." Fury smiled a little at what the doctor was planning. "Make our own little soldier…not a bad idea. Getting the DNA may take time. But we'll get you a sample. In the meantime I want you to get me a sure-fire way to remove his powers." "That will only take me a few days." "Good."

…

**Queens, New York**

Peter Parker swung through the air of New York City with his girlfriend clinging to his back. "Whooooo!" MJ screamed in joy, as the wind rushed through her hair. Peter had to admit that his web-swinging always cleared his head. The young hero landed on the roof of a tall building. Peter deposited his girlfriend on the ground. "That is still so awesome!" MJ shouted in excitement as she recovered from her adrenaline rush. "Never gonna forget it that's for sure." Peter said as he looked over the city.

The young teen removed his camera from his backpack and readied it for some photos. "Hey MJ stand over here by the edge for a sec." "Hmm? Okay…I guess." The redhead walked towards the edge of the building as per her boyfriend's request. "Okay…Strike a pose!" MJ finally realized what he was doing and smiled while posing. "Cheese!" She said as Peter snapped a photo. Several more followed while MJ posed. "Alright now your turn!" MJ grabbed Peter's camera and positioned him in front of the edge before snapping some photos. "Hey I wasn't ready for those!" "Couldn't your spider-sense pick that up?" MJ teased. "Now come here!" The redheaded girl pulled the brown haired teen into the range of the camera before she took some more photos. "Let me show you how a pro does it!" Peter set up a repeated timer on his camera before tossing it in the air.

He fired a web-shot that pinned the camera to a wall. He pulled MJ into a hug and she smiled before turning them to the camera. "Say Cheese, Spidey!" the camera flashed several times, taking multiple shots. Peter leapt up to the camera and snatched it from the wall. "Take a look." He showed the pictures to his girlfriend who smiled at them. "No wonder you a photographer." "I like to think I'm pretty good.''

The two teens sat down on the roof's edge as they looked at the photos. "You feel better, Peter?" "Yeah…somewhat. Its just…more and more crap builds up and there is so little to balance it out." Peter leaned back so he was sitting with his back on the ground. "That's life sometimes. You just have to grab onto whatever you can to keep you afloat." "Someone else told me something similar." "Then you should listen to that person more often." Peter turned his head so she couldn't see the grim look he bore. "Don't count on it…" He mumbled softly. "What?" "Nothing." Peter said as he sat up. He narrowed his eyes as he focused on the street below. MJ saw his actions and looked down at the bustling walkways.

"Is something wrong Peter?" "Nah…just testing a new trick." "Which is?" "By focusing my eyes I can see much farther than even my normal enhanced vision, same with scent and hearing." "So you can see what they're doing?" "More or less…" Peter let his focus slip, returning his sight to his normal enhanced form. He again leaned back on the ground as he watched the clouds pass over his head. "First period is ending soon. Should we head back?" "Nah…if its okay with you I'm gonna take the day off." "Mind if I join you?" "Not at all." Peter said smiling. MJ leaned back on the ground next to him. "So any news on Liz?" "Nothing…normally this would be bad…but if she was hurt my a mutant hate group they would've announced it. I'm pretty sure she skipped town somehow. If she is in trouble the X-Men have an eye out for her." "Well that's 'some' good news." MJ took out a web shooter from her backpack and began to fiddle with it. Peter noticed her actions and smiled. "It's a pretty nifty gadget don't you think?" "Mhmm." She curtly responded.

"What are they made of? They're tough but light, right?" "Yeah. They're made of a carbon infused titanium alloy. Lighter then most metals and stronger than steel. Still a pain to piece it together from scratch though." "Wouldn't it be harder now that you've got all that fancy tech attached to them." Peter nodded his head before speaking. "I think Campbell realizes I've changed my attitude because of my powers, but I don't think she really knows about them." "Well you did book it out of school like a cheetah last week, tiger. You know she is a bit of a busy body when it comes to interesting things." "Yeah that's why she is head of school news." MJ moved up so she could see her boyfriends face a sly smile gracing her face. "If she joins the daily bugle you might be out of a job." "I don't want to think about that…dealing with her at school is challenging enough. In the workplace, way more stressful." "It might be fun to see her chewed out by Jameson though…" "She kinda reminds me of Jameson's kid, but less nice and more nosy…I think he might take her side on arguments." "How is she like John Jameson?" "Oh right."

Peter moved his arms under his head to make a makeshift pillow before closing his eyes. "Jameson's got another kid, although she's not really his kid per say. John is his actual son at NASA, but my boss is currently housing some teen named Mattie Franklin." "Have you met her?" "Once. Kinda cute…a little nice." "Really?" MJ said as she leaned on Peter's stomach, purposefully hurting him. "Uh… yeah she a nice chick…but not really interesting like you hahaha…" Peter laughed nervously as his girlfriend continued to press into his gut before moving up. "Well that's good." She said while stretching. Peter watched MJ stretch and saw her chest bounce a little. His cheek became tinted red as he turned his head away to prevent himself from ogling her further, although he did look at her long legs. MJ noticed his actions, but said nothing, just smiling silently. Peter closed his eyes, as he relaxed on the roof. MJ soon joined him.

"Hey Peter?" "Mhmm?" "Did Jess finish telling you about the whole joining the Ultimates?" "She thinks Fury is starting up like a spare list of Ultimates. Remember this stays in the wind." "Got it, never leaves my brain." "Good. He's got me, Jess, one of her friends on potential candidates list. I don't really know about any of the others though." "So your still in the dark?" "I don't like it." MJ attempted to speak but was interrupted by the sound of intense gunfire ripping through the air. Peter leapt to his feet and peered over the edge of the building. "What is that?!" MJ shouted over the gunfire. "Trouble! MJ I need a favor." Peter began to remove is clothes to reveal his costume underneath. "I would make some joke about take it all off, but right now that doesn't seem appropriate. What do you need?" Peter tossed her his camera before pulling on his mask. "Get some nice photos!"

Spiderman leapt over the building edge and plummeted towards the bar being ripped apart by bullets. He fired a web-line and pulled himself towards the bar. Spiderman smashed into the room to see that it was riddled with bullet holes and broken wood. In the center of the carnage stood an older man with black hair and a black trench coat. In his right hand he carried an assault rifle with a shotgun under barrel. In his left was and MP5K submachine gun with an extended magazine. The man turned around to reveal a thick suit of body armor with a white skull painted on it. "You…" He muttered. "Yep you friendly neighborhood Spiderman is here…whoever you are!" "Eat shrapnel." The man unleashed a torrent of gunfire which the web-swinger evaded by flipping over a set of table. Peter flipped one table into the air before snagging it with a web-line. He hurled the table at the gunmen who blasted the wooden structure with a shotgun blast. The table burst into a pile of splinters.

"Eat this freak." The gunmen unleashed a barrage of bullets that sailed past the hero. Spiderman leapt forward and kicked the man straight in the chest. The man was sent flying back into the bar counter, slamming to the ground hard. "Guh! Take this!" The man fired off his rifle making Peter dodge to the side. He fired off a flurry web shots that's pinned the rifle and its owner's arm to the counter. "Graah!" the man roared as he fired off his machine gun. Again Spiderman rolled to the side dodging the bullets as they ripped through the building. He was able to get close enogh to kick the gun out of the man's hand before pinning it to the wall with the same foot. He thrust his clawed hand forward, stopping just before the man's jugular.

"Care to explain why you're tearing apart a low-life bar Mr. Tall, dark and trigger-happy?" "They're a bunch of murderous rats that need bullets to the skulls." Despite his position the man was rather calm. 'What is this guy? EX-Spec Ops?" As if on cue Peter saw the man wore a pair of dog tags around his neck. With his free hand Spiderman tore the necklace from around his neck and read it. "Castle, Frank, the Punisher? Out of all the code names for a special -forces guy they gave you a lame one? Why didn't you complain about it?" "Because I'm not a self-righteous pig like you." "This coming from a guy who shot up a public bar? Hypocrite much?" The man's fierce gaze didn't waver in the slightest. "These streets need to be cleaned up." "You don't do that by drowning the streets in blood! Bang a few skulls, break some bones, but you don't kill!" "I wouldn't expect a grandstanding freak like you to understand what I've lost!" the man shifted his right shoulder pulling a thin wire.

Peter's spider-sense blared to life as he jumped from his position, a blinding flash of light encompassed the room shortly followed by a massive bang noise. Spiderman smashed to the ground, his ear-buffers shielding his ears from the sound. His reflective lenses had done their job well, blocking most of the light, though it had been disorienting at first. Peter returned his gaze to the counter only to see the bar empty. "Shit!" Peter exclaimed as he leapt onto the windowsill. He looked into the street but saw no sign of the Punisher. He did, however, hear sirens wailing in the distance. 'Goddammit.' Spiderman jumped into the air firing off a web-line to pull himself towards the ledge he had previously rested on.

MJ was where he left her holding his camera rather proudly. "You were inside for most of the fight, but I was still able to get a few photos of you and the purp!" Peter looked at the photos. "These are pretty good…but they make me look like I was causing the most damage." "Um…oops?" Peter sighed as he removed his mask. "Well if anything this will get me some extra money… so thank you my beautiful girlfriend." "You can pay me back later." "Well at the moment since I'm skipping school, I think I'll drop these off at the bugle. Want me to drop you off at the warehouse?" "If we get to web-swing then yes!" "As the lady wishes…" Peter said while mock bowing.

…**.**

**Hell's Kitchen**

Wilson Fisk entered his office to see a man in a white suit wearing a purple mask. "Hello Mr. Fisk." "Blood Rose…what an unexpected surprise." "You sound like you don't want to see me." "On the contrary old friend, it mean something interesting is going to happen. But I assume its will be a negative form of entertainment, correct?" "Unfortunately yes. One of our informants was shot dead in a bar a few minutes ago. The man responsible was Frank Castle." "Should I know who that is?" Fisk asked as he sat down in his desk chair.

The Blood Rose leaned on the desk so his back was to the larger man. He played with the red rose pinned to his left breast pocket as he spoke. "I would be genuinely surprised if you did. He's a former special-forces member turned cop, who is now gunning down anyone responsible for the death of his family in a 'tragic' shooting. Unfortunately he survived an weaseled some information out of the shooters that we we're connected to the incident." "What did he do to earn my ire exactly?" "He discovered the corrupt officers we had in the NYPD and tried to report them. We attempted to remove him, but as you've heard, it didn't pan out." Fisk leaned back in his chair as if he was contemplating the matter. "What do you intend to do about it?" He asked. The Blood Rose moved off the desk and turned to face his employer. "Eliminate him of course. But this self-proclaimed 'Punisher' is not the only problem. Both the masked vigilantes Spiderman and Daredevil have continuously caused problems for our operations and we believe they are directly targeting your organization. With your permission I would like to assemble a team of enforcers to deal with them." "Do it. But I have two specific assassins to add to your group. Other than them take your pick of my men. And do not underestimate them. We've done that enough already." The man known as the Blood Rose nodded his head. "So who did you have in mind for my little team?"

…

**Daily Bugle**

Peter Parker rode the elevator up to the top of the Daily Bugle, ready to deliver his new photos. The doors opened to reveal the partially repaired office building. Peter walked through the area passing several busy reporters who were calling up leads and possible stories. Peter walked towards Betty's desk , which had been repaired, filled with papers while she furiously typed away on her computer. Peter approached her desk, and without looking up she spoke. "Shouldn't you be at school Mr. Parker?" "I got a free period. Hey I got some photos for the boss he busy or…" "Or. Go on in."

Peter walked forwards and opened the door to his employer's office. "Hey JJ?" "Wha-?! Parker?! Why aren't you in school?!" "Free pe-" "What do you want?! I'm busy!" "More photos! Some incriminating ones of Spiderman by the way…" he added bitterly. "Lay them on the desk…" Jameson said as he looked at a computer screen. "So the building looks good…" "It's fine! Now out!" "Okay oaky…" Peter walked back out of the room before closing the door. "Any on else around?" Peter asked Betty who continued to type. "Ned is on assignment in Jersey, Norah is looking for leads…and everyone else is off doing their own thing. I suggest you get back to school soon though." "Yeah…I'll do that."

Peter walked towards the elevator to leave when the doors opened to reveal a teenage girl in skinny jeans and a hoody. "Oh hey Pete!" The black haired girl said happily. "Oh hey Mattie." Peter said as the blue-eyed girl walked into the room. "Dropping off photos of Spiderman." "Any good ones?" She asked honestly. Contrary to her current caretaker, Mattie was a big fan of Spiderman. "Yeah…finally got the 'incriminating' photos JJ wanted." Peter emphasized the word with finger quotes. "Really?" Mattie asked dejectedly. "Just Spiderman getting into a fight that wrecked a bar. From what I saw the bullets did most of the damage. Some psycho in black coat was shooting up the place." "Did Spiderman stop him?" "I think the guy got away, but it was a bar a lot of crooks hang out at, so no 'serious' damage." "Still people got hurt…" Peter smiled at the girl's concern for other people's safety. He gently rested his hand on her shoulder before speaking. "Never change Mattie. You got a great personality." "Huh?' She said, blushing a little. Peter walked past her to enter the newly arrived elevator. The doors closed before Mattie could say another word.

'She's a good kid.' Peter though as the elevator descended to ground floor. He stepped off the machine and walked out onto the New York streets. 'Feel the stench of the city and all its wonders.' Peter thought with a smile on his face. Suddenly his phone began to ring in his pocket, drawing his attention. He removed the device and answered it. "Matt?" "Peter, I need your help. Meet me at the docks. We need to put an end to Fisk." "I'm in."

…

**Brookstone Apartment Complex, 8****th**** Floor**

"You're avoiding the question again." A tall blonde haired woman said as he sat in her chair. The woman was beautiful with a nice figure and striking emerald eyes. She was dressed in a brown business suit with a skirt that reached just above her knees. Across from her sat a young man in a pair of black jeans, white shirt, and dark blue jacket with pale blond hair and grey eyes. "I'm not avoiding the question Dr. Sofen. I'm still trying to come up with an answer. The woman sighed as she leaned back in her chair. The woman carried no clipboard, paper, or recorder. "I know you are trying, but our time is limited. Do you understand the question I'm asking."

The young man nodded his head. "Good. Now, please tell me what you think. Is your condition based on the events that transpired with your father? Or are they reinforced by current events?" The Young man leaned back in his chair as he gazed at his therapist. "Both." The woman didn't seem satisfied with that answer. She got up from her seat and walked closer to the teen, sitting down in the chair next to him. She turned to look at him, whiling gently placing her left hand on his cheek. "Who am I speaking to right now?" The young man smiled for a moment before gently toughing her hand with his own. "if you join me for dinner tonight you can find out." The woman merely smiled in response before retracting her hand. "Now Steve, you know my policy is not to become romantically involved with my patients. Have I been talking to you this whole time, or did you just wake up?" "We've all been listening dear. I just took the reins for a moment. But to answer your question…I'll turn it over to Marc." Dr. Sofen shifted in her seat slightly as the young man lost his smile and leaned back in the chair, his posture stiffening like a soldier.

"My father played a key role in what I am now…but it is only due to current events that my…our state remains the same." "Are you sure that you aren't trying to resist healing out of fear of losing your identities?" "No. We are one in the same. Finding that identity would be simple, just takes time. But we have found that being separate makes us more…flexible in life." "Or chaotic. Or as Steve would put it, wickedly fun." "Perhaps." Dr. Sofen moved back in her seat as she watched Marc carefully. "Is it possible to speak to Jake? I would like to hear his thoughts." "We speak our thoughts for each other. But if you wish, I will let him speak directly." The teen's posture shifted again, it became more relaxed, buts till tense. He leaned forward in his seat before speaking. "Hello Doc. What do you want from me?" "Do you feel like you are getting better?"

The man now known as Jake leaned back in his chair so that he was slouching. "In all honesty? I think we're coping, not healing." "Why is healing so hard for you?" "Because we won't heal until our job is done." And what is this job you're referring to?" The teen was about to answer when a beeping noise sounded. Dr. Sofen frowned as she pulled out a digital timer from her jacket pocket. "I'm afraid that's our time for today. Same time next week?" Jake nodded his head before getting up. He walked the female psychiatrist to his door before opening it like a gentlemen. "Thank you Steve." She said as the teen smiled. He watched her as she walked towards the elevator, eyes glancing at her well-endowed figure. He didn't closed is door until the doctor had entered the elevator.

Steve walked towards his (admittedly luxurious) apartment's window and looked out over New York City. "Not until the job's done." He mumbled. He walked towards his kitchen counter and poured himself a drink. He took a small sip before walking back towards the window, and gazing at his reflections. Instead of a perfect duplicate of himself in the window, he saw two other figures. One could have been mistaken for his twin, as he looked exactly alike except for his slouched posture and change of clothing, consisting of a worn brown jacket, slacks, and a blue shirt. The other looked like a forty-year old version of the teen with a grey beard and longer hair. He was dressed in a thick trench coat along with black cargos and military combat boots. "Do you really have to hit on her every time she's here?" The twin asked. "Of course Jake. You two refuse to, so I have to make up for it." "You're a pig." The older man said bluntly. "Please Marc, stop insulting us. You're just insulting yourself." "I never said I was a saint." Marc replied.

"None of us are. Especially a womanizer like Steve." Jake added. "You are all spoil-sports." Steve said while chuckling. Before the triad could continue, the phone rang. Steve walked over to the phone and answered in a suave tone. "Steven Grant speaking." "This is Matt Murdock. I was looking for Marc Spector. Is he available?" "One moment." Steve looked at the older man in his reflection before speaking softly, "It's for you." The older man shimmered out of existence, only for his reflection to be replaced by the young teen dressed in casual formal attire namely dark slacks and a white dress shirt (un-tucked), covered by a black jacket. Marc Spector answered the phone with a darker edge and gruffer sound. "Speaking, what do you want?" "I need to discuss a mutual enemy."

…

**SHIELD Headquarters, Triskelion**

Jessica Drew walked down the hall of the Triskelion exhausted from her recent mission, namely because of her broke arm. With her powers she would heal in a few days, but until the she was on the bench, something she hated. Prior to her SHIELD/Hydra training, she hated boredom. And she got bored easily. The brunette teen walked to her quarters where the doors opened to allow her inside where she laid down on her bed. Before she could drift off into the peaceful state of mind known as sleep, her cellphone rang. Grumbling multiple profanities in several languages, she moved to answer it. She saw the caller ID was that of her twin's. "I swear Peter this better be important." She clicked open the phone and heard her brother speak.

"Jess! Its me! Listen I need a little help later tonight, think you're up for a job?" "No." she deadpanned. "I got a broken arm, should heal in a few days, and I'm exhausted. Sorry bro, can't help you. What did you need?" "A little back up for screwing over Wilson Fisk aka the Kingpin." "Fisk huh? Listen Pete I can't help you but I know someone who will, she has a good set of reasons for hating that rich fat-ass. I'll send her over soon. Send me the location of the meet." "Roger sis! And hope the arm heals fine!" With that said, her brother ended the call. Instead of putting up the phone she dialed another number. "Hello?" A sensual female voice spoke. "Felicia, it's me. Need a little favor…" "I'm listening." the Black Cat said.

…**.**

**Hell's Kitchen, Docks**

Spiderman leaned against the wall of the warehouse waiting for Daredevil. He rested against the wall while scanning through his database on his web-shooters console. MJ had to be home, so he had to get data manually. 'Can't blame her though, her aunt has been really overprotective as of late.' Peter moved from his position on the wall to stand in the middle of the alley. "Still no on here…and I'm talking to myself. Great." "Well you're not really talking to yourself…" a female voice drawled out. Spiderman immediately went on alert, searching for the sign of the voice. "Don't be so tense. I'm not here to hurt ya." Peter turned around to see the perpetrator but was shocked by what he saw.

The figure in front of him had to be one of the hottest women he had ever seen. She was about as tall as Peter was, maybe higher considering her boots. The woman had silver almost platinum hair that cascaded down her back. The woman was dressed in a black cat suit that fit almost like a second skin, revealing the shapely contours of her body. A small area around her chest was opened, revealing a fair amount of cleavage, lined with white fur. She wore a domino masked that allowed Peter to see her emerald green eyes. At this moment Peter was happy MJ wasn't on his coms to heckle him about how he was openly ogling this girl. She appeared to be in her late teens, but no more. She noticed the young teens shocked expression, even underneath the mask, and smiled seductively while stretching. Peter averted his gaze to avoid ogling her further, especially with how her stretching was pushing her chest out. "Like what you see Spider?' She purred. Peter regained his focus and unsheathed his claws, ready for an assault. "Maybe I would…if I knew who the hell you were." "That's fair. Name's Black Cat and I' here to help." "How do I know I can trust you?"

"It's a little hurtful that Jessica's younger brother doesn't trust me…" "You know Jess?" "Yep! I'm here to help with whatever you need…" she emphasized her words very carefully and Peter didn't fail to catch the meaning. "Well tonight we focus on taking down the Kingpin." Felicia smiled at this. "Good, I've wanted to knock his sorry ass down a peg for what he did." "What's your grudge against him?" "Family matters, but don't worry. Jessica wouldn't have sent me here if she didn't think I could keep myself in check." 'Guess I gotta thank my sister for this one.' Peter thought. "So are we gonna move…or do you want to get to know each other better?" She asked adding a seductive tone to her voice. "We could…but we're waiting for a friend." Peter responded as calmly as possible. The Black Cat simply pouted before sitting on one of the many crates that littered the alley. "How do you know m sister exactly?" Spiderman asked.

Felicia leaned back on the crate before answering. "She's my best friend, like a sister to me, and one of the few friends I can really trust. She and I were trained together by SHIELD." Peter nodded his head in understanding before his ears perked. Felicia noticed his subtle change in body posture and altered her own, honing her enhanced senses she leapt back towards Spiderman as several figures moved out of the shadows. "I didn't realize you were bringing a plus one Spidey." Spiderman smiled under his mask as he saw Daredevil enter the dimly lit alley. "Well I like being in good company." "Awww… am I growing on you already?" Felicia teased. Spiderman looked at the two men alongside Daredevil. One was a man just barely taller than Peter dressed in eastern clothing with a green and gold color scheme. He wore a black chest-plate with a dragon insignia on it. His face was covered from the nose up by a yellow bandana. The other man was a large African-American roughly 6'8 with a muscular build. He wore a yellow shirt and black jeans alongside a belt studded with metal spikes. Both hand were gloved. "If you don't mind us asking…" Felicia began. Matt picked up on her line of questioning and answered. "Luke Cage, Iron Fist, they'll be helping us out." "'Sup." "Hello." They both said respectively.

"Well…introductions are over. Let's get to work. What' the play boss?" Spiderman asked. Daredevil looked around the area, scanning it with his sonar. Luke Cage followed his gaze before asking "We still waitin' on someone?" "We were…but we don't have time. He'll have to catch up." Daredevil moved past the group and down into the ally, quickly followed by his fellow heroes. "Kingpin is shipping a large amount of drugs towards his main base of operation. We're going to highjack it and ride it into his compound. We'll then take out his goons, and find all the evidence we need to bring him down." 

Solid so far…we got a shipment?" "We're each taking a different one. Iron Fist, Cage. You take the one by the docks, it should be arriving soon. Let them load it all up and then take it. You two" Daredevil pointed at Spiderman and Black Cat. "With me. Were hitting the next one." Spiderman clapped his hands together before speaking. "You heard the man…let's move!" He jumped onto the warehouse's roof followed shortly by Black Cat. "You weren't kidding when you said he had enthusiasm." Luke said as he watched the agile hero move up the building. "He has spirit, but he is still young. In time he might be quite the ally." Iron Fist added. Daredevil looked at his companions before he jumped on top of the warehouse to follow his enthusiastic allies. "Already is one."

**Progress is made in the fight against the Kingpin. Try and guess which assassins I'm going to implore against our hero, and I hope the small scene between Black Cat and Spiderman. **


	35. Chapter 35: Like Minded Individuals 2

**Disclaimer: I do not own Spiderman or any characters from Marvel. All characters belong to their respective owners. **

**Hope you like this chapter. If you want to see any heroes join Spidey in any future chapters shout them out in a review or PM me, either way. **

**Chapter 35**

**Like Minded Individuals Pt 2**

**Hell's Kitchen**

The armored truck barreled down the street, knocking through dumpsters and parked cars. Luckily the car was reinforced with dense armor, barely dented by the debris. "Your driving sucks." Black cat said as the truck continued down the street. "Do you want to drive?" Peter snapped back, fed up with both of his companions criticizing his (poor) driving skill. 'Not my fault I don't own a car.' he thought. "As a matter of fact, yes, I would." "Fine next stop light you take the wheel." "Oh for the love of god would you two shut the hell up!" Daredevil barked from the back. "Work through your anger on your own time." He said.

"Well we could always get to no each other better." Felicia added. "Yeah we could…but lets save that for later." Peter said smirking under his mask. "Stop light." "I see it." Spiderman slammed on the brakes before setting the truck in park. "Move aside." The black Cat crawled over the hero and took the wheel while Peter moved back to the passenger seat. The light turned green and Felicia slammed on the accelerator, shooting forward. "Whoa easy on the throttle Cat!" "I like going fast! Makes things more exciting!" Matt sat in the back of the van, each one of them had stolen a pair of clothes from the guards during the truck heist, and now they all took their positions in the car as well. Each one wore their costumes underneath, though they did find creative ways of keeping their identities secret. Peter and Matt both had the hats pulled down low, while Felicia simply didn't care.

"Maybe I should take the wheel…" "No!" both Matt and Felicia barked. 'Damn.' Peter muttered. "So what's your beef with the big guy?" Felicia asked. Peter was the first to respond. "Me? Just the fact he's organizing criminals, drugs and weapons, standard hero schitk. What about you Matt?" "Same, but with the added bonus of him being responsible for the death of my father. He's avoided the law long enough. Tonight he goes down." Spiderman turned to look at the Black Cat. "And you? What's your beef with the big fat ass?" Felicia remained silent. Peter decided to not push the issue. "Stop up ahead." Matts said. "We got a green light." Felicia deadpanned. "This is our stop." Sure enough outside the van sat Wilson Fisk's skyscraper, tall and imposing as always. They drove the van through the underground lot. As they entered they noticed a slew of unconscious guards littering the parking garage. The trio pulled to a stop and exited the van. They were greeted by the appearance of Cage and Iron Fist.

"Any problems?" Matt asked. "Nope. Let's get up to the main office so we can put Fisk in the ground." Spiderman was about to protests killing when the elevator doors opened. Out stepped two figures dressed in two very different costumes. One was in black and white combat suit with a mask over the top half of his face. A white bullseye painted on his forehead. The other woman wore a revealing suit consisting of red form fitting pants and a red halter-top. She had flowing black hair wrapped together by a red bandana. She carried a pair of twin sais. "Well, well, well, look at who is here. A bunch of moving targets." Matt snarled as he saw the man in the black costume. "Bullseye…" Said man lowered his right hand, and with a flick of the wrist, four silver razors appeared in his hand. "Oooh he knows magic!" Peter said sarcastically. "Don't underestimate him…or her…" "We got this." Luke said stepping forward. Iron Fist followed suit.

The red clad assassin raised her weapons and pointed it at Daredevil. "Walk away Matthew. This doesn't have to happen." Daredevil moved forward, billy clubs in hand. "It does Elektra. Fisk is done avoiding the law and ruining lives." "Save the speech for someone who cares." Bullseye said before hurling his blades at the heroes. Luke thought fast as he moved in front of the blades. The weapons ricocheted off of his chest and slammed into several pipes and cables, releasing steam and sparks. Elektra rushed forward, sais drawn and lunged at the group. The Black cat shot forward and countered the blades with her claws. "Let's have a little girl time." She quipped before delivering a lateral kick to the ninja's side. Elektra skidded back before striking forward, putting Cat on the defensive.

Spiderman charged forward before leaping over the mercenary. Bullseye hurled another set of razors at the nimble teen, but thanks to his spider-sense, he was bale to evade. "That all you got?" "Hardly, brat." The man let loose another volley of blades that flew through the air. Spiderman twisted and turned his body to avoid the projectiles, but as he stopped Bullseye attempted to slam him with a stomp kick. The blow was intercepted by Iron Fist, who caught the man's foot. "Violence is never good…but I am a hypocrite." Iron Fist struck out with a palm strike sending Bullseye back. "Little punks!" He snarled as he unveiled a fan of blades. "Your playing in the big leagues now." He threw the blades in an arc, that both heroes dodged. The blades bounced off the walls before shooting back towards the unsuspecting heroes. Daredevil threw his baton into the path of the blades, deflecting three of them. Spiderman's senses flared up allowing him to dive, taking Iron Fist with him. "Okay…I see why he called Bullseye." "Now I'm really trying you red horned freak." "Still bitter you missed my head?" Daredevil taunted. "I never miss!" Bullseye snarled.

Daredevil charged forward wielding his baton, Bullseye dodged the swipe and retaliated by kicking the man in the stomach. Daredevil was sent flying back slamming into a car. Spiderman leapt forward to strike the mercenary but was caught off guard by the blaring of his spider-sense. "The fuc—" Spiderman was slammed into the side of a car, struck by a massive torrent of sand. Spiderman collapsed to the ground, the sand piling on him. The group of individuals turned to see a large man in brown slacks and a striped green shirt. "You fuckers are going down…" He slurred as sand dropped from his body. "The fuck is he?" Cage exclaimed as he dodged a throwing star, courtesy of Elektra. "If you want things done right…hire the right muscles to do the job." The group turned again to see a man wearing a white suit and a purple mask, a red rose pinned to his left breast pocket.

"Blood Rose…" Cage snarled as he saw the man responsible for the turf war tearing apart his neighborhood. "Ah…Mr. Cage. I see you survived the bomb in your apartment." "Yeah, I'm tough like that. Who's the freak barely holding himself together?" "Flint Marko, The Sandman." The group turned to see Spiderman digging himself out of the sand before standing up. The Blood Rose looked surprised but decided to play it off. "Well…you are well informed sir. But yes. To deal with a super-powered threat, higher another super-powered agent to that job for you." The Sandman lumbered forward, pieces of miniature rocks crumbling off his form. "Marko you don't need to do this! You're a victim here I can help you!" "No one can help me…" The man slurred ignoring the wall-crawler's protests.

The man raised his fist as two large hammers formed where his fists once were. He rushed forward slamming into Cage as he did so, sending him hurtling back. "Luke!" iron Fist screamed before charging forward, his right fist glowing gold. He slammed his arm through the Sandman's body, blasting it apart. "Guess he wasn't so tough, huh?' Black Cat boasted as she received a cut across the arm, she countered with a claw swipe that removed a few strand of her hair. "Bad move bitch." The red clad assassin muttered. Iron Fist turned his attention to the Blood Rose, who despite the circumstances, looked rather calm. "You will pay for your crimes. You and your master." "Please…you think he dead?" before Iron Fist could react, tendrils of sand plowed into his body before hurling him through a car. "Leave my pal alone!" Cage hollered before slamming a car through the sand. The granules of sand quickly reformed and slammed into the man, flooring him on the concrete.

Spiderman and Daredevil dodged another volley of knives, although they each got a fair share of cuts, and vaulted over a parked car. "This is bad…" Peter said. "No kidding, bad enough his goons are coming down here as well. Now we got this guy to deal with." "Hate to bring this up in a fight…but I'm sensing some history between you and that ninja chick." Dated in college, broke up after a little fight in costume." "Sorry I asked." "Doesn't matter can't let her stop us." "You handle the hired mercenaries I'll take on Sandman." Without waiting for a response, Spiderman vaulted over the car and dashed towards Sandman, Evading the sand tendrils as his body reformed itself. "Sorry Marko!" Peter smashed into the man, shattering his still recovering form. The sand quickly reformed before slamming the wall crawler into the ground.

The sand gained a more humanoid appearance before hurling the teen onto the parking garage street ramp. 'Can't win in close quarters…gotta lure him outside.' Spiderman quickly recovered and dodged another sand strike. The Sandman continued his assault, lashing out with spiked arms and sand tendrils. Peter dodged the majority of them, but a few found their mark. Unbeknownst to the massive monster, Spiderman was slowly, but surely dragging him out side. For each attack the wall-crawler dodged, he would move back several feet, forcing Marko to pursue. "Come on Marko! Just stop!" "Nooooo!" He screamed while flailing his weaponized arms all over the streets. Spiderman dodged the sand-hammers, and maces, but the street and cars weren't so lucky. The objects were crushed under the wait of the attack. 'Kingpin must have found a way to get people off the street, at least I don't have to worry about civilians.' Spiderman thought as he fired off a slew of webbing. Of course this was more viable to just piss the man off (which it did) then do any real damage. The trick worked apparently as the Sandman continued his mad assault on the web-slinger.

Peter continued to evade the attacks, but inside his head he was tearing his brains for a plan to take down the super-villain. 'How am I suppose to be beat a guy made out of sand?!' He dodged another attack while dropping a web-grenade. The weapon exploded, coating the creature in webbing, but the sand simply slid out and resumed it previous assault. 'Dammit.' Peter grumbled inside his head. As they continued to fight, the Sandman resumed a physical form of his human self, albeit with two arms made of sandy weapons. The man continued to flail his attack in an effort to stop the hero from escaping. The two' battle drew them closer to a large fountain area (the ones where water rises from the same ground you walk on) surrounded with puddles form the earlier events of the day. As the two moved the motion sensors on the fountain triggered spraying several streams of water into the air. The liquid fell like rain and pelted the bodies of both super-beings.

The second the water touched the Sandman he flinched. Peter noticed the spots on his body that were touched by water grew darker and sagged slightly. 'Water.' Peter thought. By now the Sandman had realized a horrible truth. He was surrounded by the spouts that would jettison his weakness. A look of fear and complete panic took hold of him as he desperately looked for an escape route. "You don't like the water much." Peter bluntly stated before kicking a puddle at his feet. The water careened threw the air causing Marko to retreat in fear as it splashed down. His movements triggered the waterspouts around him sending water into the air before it came down like rain. Marko lost it. He bolted through the fountain, be splashed with water as he did so. His body began to slouch and crumble as the water soaked into the sand that composed him. By the time he had left the fountain, half his face was gone, alongside his left arm, part of his foot, and various other places. He slouched to the ground, trying to drag himself away from his now more imposing foe.

Spiderman saw a fire hydrant near the corner of the street and moved towards it. "Sorry Marko…I really am." "No…please…" Without wasting another second, Spiderman wrenched the metal top off the red container, releasing a geyser of pure water. The young hero slammed his hand into the water and directed it towards the defenseless criminal. "Noooooaaaaaaaaaggghh!" the man screamed as the torrent of water destroyed his body, leaving nothing buts small clumps of sand, scattered over the pavement. "I'm sorry Flint." Peter said as he looked at the remains of his foe. Without sparing another glance, Spiderman ran towards the underground lot, intent on finishing what his allies had started. He ran towards the lot but stopped at the sound of a shotgun blast. Spiderman halted his run and turned to look at its source. Standing by her car, wielding a shotgun. "Stop right where you are!" "Officer DeWolfe I don't have time to arrested for public damage! I need to s—" "You're not going anywhere! Now stand still! I don't want to do this!" "What are you doing?! I need to get back there!" "I can't let you!" Peter looked at the shotgun wielding officer, one who had vouched for him and helped him on more than one occasion. And now she was pointing a gun at him.

"Why are y—don't tell me…Fisk…" The female officer gripped her weapon tighter as she struggled to keep her voice even. "Just don't move! Please!" Peter could hear the reluctance in her voice. "How long have you been on the Kingpin's payroll?" "I'm not on h—" "Don't lie! You wouldn't just show up out of nowhere and just aim a gun at me. Not after you and Stacy supported me." "I'm not on his payroll! Honestly! But I-I…I don't have a choice." Spiderman looked at the ground before moving into action. Before the women could react, a blast of webbing slammed into the shotgun, rendering it useless. Spiderman shot forward, slamming into the woman, pinning her to the ground. He aimed his talons at her throat. "Ya got ten words. Make 'em mean something."

…**.**

**Garage Lot**

Daredevil dodged a swing from a hired thug before countering him with a baton strike to the skull, slamming the man to the ground. Cage took another set of daggers to the chest, although they merely bounced off his hardened skin. Bullseye was seriously starting to be pissed about how none of his attacks were dealing serious damage. Even Elektra was having better luck against both the Black Cat and Iron Fist (Despite the fact she was having help from a large group of thugs). Bullseye snarled internally at the sight of the assassin. Ever since she had been hired, the projectile wielding mercenary had take a distinct hatred for the woman. He wasn't sure if it was professional jealousy or just the fact that she irritated him. But seeing her triumphing over his targets was setting his blood to boil.

Daredevil blocked another attacker before smashing his face in with his club. The Blood Rose was casually watching the brawl as if it were a Sunday football game. The fight was interesting to say the least. The heroes had started off strong, but now they were being pushed back by the newly arrived goons. 'So much for saving the day.' He mocked inside his head. Even if Spiderman had defeated the Sandman, he had placed DeWolfe in a prime position right outside the lot. It had taken some 'convincing', but they had finally gotten some leverage on the morally straight officer. Needless to say the Blood Rose was rather pleased by the turn of events.

Black Cat delivered a solid strike to Elektra's hip causing the ninja to stagger. Iron Fist followed suit and struck forward with his glowing fist. Elektra crossed her sais to block the attack, but was met with the shattering of steel as the fist struck her stomach. The assassin was sent flying and slammed into the front of a car. The glass cracked under the impact as the red ninja laid motionless. Bullseye saw the action and grinned sinisterly. He drew another set of razor as Luke Cage plowed through another set of armed gunmen, throwing half of them around the lot. Elektra peeled her self off of the glass a she fell to the ground, back cut and bleeding. Bullseye sneered at her recovery, but stopped when an idea popped into his twisted head. He hurled his blades at the group of heroes, barraging them with a storm of blades. Iron Fist and Black Cat did their best to dodge, but they were still hit by the blades.

Bullseye sneered in excitement. "I never miss." Daredevil whirled around to see both of his teammates down, wounded and bleeding. What was worse, Matt saw the real reason for Bullseye's attack. Lying in a puddle of her own blood. "Elektra…" Matt muttered as he saw his ex wounded on the ground. Her body was limp as she struggled to breath, blades protruding from her stomach. The Blood Rose looked at the scene in surprise, "Bullseye…you realized she was working for us, don't you?" "You only need one hired assassin. Me. Besides, less money wasted." "Fair point." "You sons of bitches!" Cage screamed before grabbing a car and hurling it at the two men. Bullseye leapt over the object while the Blood Rose jumped to the side. As Bullseye landed he was punched straight in the ribs by Cage, sending him careening into the wall where it cracked. He slumped to the ground with a smirk on his face. "What you smiling about you sick psycho?!" Cage roared. "Boom." He muttered. Cage looked down to see several small objects dotting the ground. "Wha—?" he muttered before being blasted by a large explosion.

"Cage!" Daredevil exclaimed as the man was sent flying through the air. He smashed into several cars, his chest smoking. "Damn you!" Daredevil screamed as he charged at a recovering Bullseye. The assassin barely blocked the attack. A quick blow to the head staggered the man, but didn't stop him, he slammed his head into daredevil forcing him back. "Ugggh…." "Yeah…an adamantium laced skeleton is pretty useful." He withdrew several knives which he threw at the recovering vigilante. The man without fear dodged, but still received a gash to the leg. He reached for his downed billy club but was cutoff by a bullet shooting the pavement. The Blood Rose calmly walked up to the downed man before placing his foot on the weapon. "Only one left now." He taunted. "How does it feel Murdock?" Matt looked up in shock. "That's right…I know who you are. The blind lawyer from Hell's Kitchen Ha! The masked vigilante…is to fucking funny." He muttered as he cocked his gun. "My dad never figured it out…but it won't matter when you dead." "You're still missing one of us!" Matt snarled in defiance.

Bullseye chuckled darkly. Matt didn't need to turn around or ask why he was laughing. His sonar picked it up the second they had entered the lot. Spiderman stepped into the area with handcuffs on, a shotgun pointed at his back, its wielder Jeane DeWolfe. "Spiderman…what are you doing?" he asked almost breathlessly. "They have her kid Matt…what was I suppose to do?" Tears fell from the detectives eyes as she held the gun to the heroes back. "I'm so sorry…" She said while sobbing. "Oh shut up you whore…you get to see your kid again after you shoot these fuckers." "That wasn't the deal!" The woman screamed as she kept her gun level, although it was shaking. "The deal has changed." The Blood Rose causally flipped open a disposable phone that had a number dialed already. "I just have to give the word and my men will cut your sun loose. Alive or dead is your choice. Shoot these two. NOW." The woman looked conflicted as hell as her eyes darted towards the phone and the two vigilantes at her mercy. "I-I…I can't do that!" She sobbed as her shaking became worse. "Then I'll give the word." The Blood Rose said as he moved the phone closer to his mouth. "Wait!" She screamed. The man halted his hand. "I-I-I'll do it…" She muttered.

Bullseye smirked as did the Blood Rose by the way his mask creased. "Good. Do it." "C'mon bitch…fill them up with lead…then you get to play mommy again hehehe…" Bullseye chuckled. The woman gripped the shotgun tighter as more tears fell. "Im so sorry…." She sobbed, pressing the gun right against Peter's back. "It's okay…I can't blame you." Spiderman said sincerely. Matt looked up at the woman before nodding his head. "Save your son." The DeWolfe sobbed one more time before her finger gripped the trigger. "Goodbye."

Before the gun could fire five silver blurs streaked through the air, one sliced the gun in half, three slammed into the Blood Rose. One to knock away the phone, one in the shoulder and one to his gun hand. The last blade was aimed at Bullseye who leapt out of the way and rolled to his feet. As he recovered a grey and white figure slammed into him before bludgeoning his skull with two night sticks. The assassin threw a wild punch that connected with the assailant. Instead of flooring him like he had expected, the man locked his arm around Bullseye's with his batons. A sickening pop noise was heard before the man screamed in agony. Bullseye moved back, struggling to block out the pain of a dislocated arm. "If I can't break your bones, I'll just remove them from play. See how you throw with one arm." "I'll show you!" The assassin snarled as he drew a dagger. His blade was knocked clean out of his hand by a crescent shaped shuriken. The mysterious figure drove his baton into the mercenaries throat before delivering a solid kick to the stomach.

Bullseye dropped to the floor in pain as he struggled to breathe. "Lights out Mr. Merc." Another strike to the skull knocked the man out cold. The Blood Rose looked terrified now. "You… You're that nutcase from Egypt…shit!" The man drew out a small cylinder before smashing it on the ground causing a blinding light. The group of heroes shielded their eyes. When the light faded, the man was gone. "He got away." The new arrival said. "No shit Moon Knight. What kept you?" "Cleaning up the loose ends. No more casualties." The man motioned towards the lot's edge where a young boy came scampering out from. "Mom!" "Jacob!" Detective DeWolfe rushed towards the young boy and embraced him in a hug. "Oh my baby! Thank god!"

Daredevil looked up at the hooded vigilante, as did Spiderman. The man was taller than him, but only by a few inches. He wore a thick white and grey coat that reached his ankles. It had numerous pockets and a hood. It looked liked it was lined with Kevlar and flame retardant material. Underneath he wore a black mask with white lenses and a crescent moon emblem in gold on his fore head. He wore dark grey cargos with black combat boots and carried to batons that retracted into themselves before being holstered in two leg straps. His under shirt was lined with small plates of armor overlapped by several bladed weapons. "Who's this guy?" Peter asked as he webbed up Matt's leg. "Thanks and this is Moon Knight our missing member who apparently was out rescuing children." "Thank god!" DeWolfe said. "Like I said, no more casualties."

Spiderman moved towards the downed heroes. "Cat! Cat! Are you okay?" The woman groaned I pain for a moment before Peter helped her stand. "I'll live Spider. Trust me lady luck seems to favor me." "I can imagine why." She smiled at this as she covered her wound. "Let me web that up." "No need. " The two turned to Iron Fist who was leaning on a car, his side no longer bleeding. "How did y—" "Focused my chi to invoke healing. Stan still." The man pressed his hands together as if in prayer before a wave of golden energy rippled out. It washed over the area healing the wounds of all the injured. Black Cat looked at her wound to see it fully healed. "Impressive." She said. "I'm a monk. Our purpose is to heal." "Really? You gonna go all preachy now man?" Luke Cage said as he walked up to the group. "Well let's finish off the Kingpin." Spiderman declared.

"He's not here." The group turned to see Moon Knight leaning against a car. "He fled the country two hours ago. In a private jet before the police could arrest him. He probably off to some unfriendly nation. "If this is a joke Moony, no one's laughing." "I don't joke." He said. "He'll be organizing crime on a smaller scale now, but that means our job isn't done." The masked man walked away from the heroes leaving them alone in the parking garage. "Fuck!" Matt exclaimed a she slammed his fist into the ground. Peter helped him to his feet while calming him down. "We just have to keep the heat on. He'll be sure to come back one of these days and when he does, will beat his bald ass into the ground." Matt smiled at his friend's enthusiasm. "I say this was still a victory." Everyone turned to look at Cage. "The streets are gonna be a whole lot safer in Hell's Kitchen." Everyone present smiled.

…

**Queens**

Spiderman landed on the roof of his warehouse, prepared to put the night behind him and crash. As he walked towards the skylight he stopped. "Nice play if you don't mind me saying." Peter turned around to see the gorgeous form of the Black Cat. "You followed me back here?' He asked a little annoyed. The woman took it in stride as she walked forward, swaying her hips side to side. "Well…you got a girl interested…" she purred out. "Really?" Peter asked feeling a little uncomfortable in dealing with the woman in front of him.

"You should be more confidant. You definitely can back it up." She stepped closer to the hero until she was right in front of him. He could feel her breath and could smell her scent. "Uh…yeah…" "I could always help with the confidence boost…" she said slowly. Without warning, she pulled up the bottom of his mask before locking her lips with his. Peter was in shocked amazement before he instinctively kissed her back, not realizing his hands were on her hips. The kiss lasted for about thirty seconds before Peter realized what he was doing. He pulled back from the kiss, pulling his mask down over his face. "We can't do this." He said

"Aww…I wasn't that bad was I?" "Not the point!" Peter nearly barked, although the Black Cat's demeanor didn't change at all. "I'm in a relationship, and I love her." "I'm fine being the mistress Spider. It makes things more exciting." "I'm not betraying her. End of discussion." "Aww…poo." She pouted playfully. "Oh well. Next time you need help or some stress relief ask Jess to give you my number. Until then see ya Spider. And PS: You really have some experience with French kissing." Before Peter could make a retort the Black Cat leapt from the building and disappeared. "Great going Parker, you just nearly blew a relationship that you love. Get it together." Peter continued his mutterings as he dropped into his warehouse.

He began to remove his clothes but stopped when he saw a small amount of blood on his mask's collar. "Huh?" he touched his neck, and pulled back his finger to see a small smiggen of blood. "When did that happen?" He pushed the matter to the back of his mind as he called it a night.

…

**Hell's Kitchen**

The Blood Rose ran through the streets as he attempted to escape his pursuer. 'Out of all the freaks who decide to track me down its that psycho path!' He screamed in his head as he rounded a corner. He dashed across the street only to be hit by a black Impala, sending him flying. He smashed into the asphalt. "Gaaarghh!" he screamed as he clutched his broken leg. Out of the car stepped a man with black hair, stubble, a black trench coat, and body armor with a white skull emblem. Frank Castle stepped out of the car and onto the street. He pulled out a single combat knife as he gripped it like a psycho.

He stepped forward and placed the blade on the throat of the Kingpin's right hand man. "Please! Stop!" he begged. "I said the same thing when your goons gun down my family. You gave no quarter. Why should I do the same?'' He reeled back the blade and prepared to strike. The knife was deflected by a crescent moon dart. The Punisher and the Blood Rose looked up at a figure perched quietly on the railing of a fire escape. "No killing." The man bluntly stated. "Die." The Punisher said as he pulled out a pistol. Moon Knight dodged the first couple of bullets before charging forward, taking several bullets in the process. He unleashed his twin batons before connecting them into one long bo-staff. He swung his weapon forcing Castle to dodge. Moon Knight threw his staff, slamming into the Punisher's shoulder. "Guh!" He reached towards his hidden sidearm but was stopped by three crescent moon darts lodging themselves in his body. "Argh!' He screamed. He continued to reach for his sidearm as Moon Knight just watched. Frank grabbed his gun and attempted to aim it at the interloper, however instead of one target he saw three-four different people. His vision became blurred as darkness over took him.

The Blood Rose attempted to move but was hit with a dart to his neck, he struggled to fight off the poison but was soon overcome. "You won't be getting away Richard Fisk. You and your father will pay for your crimes." He then turned towards the Punisher before picking up his gun. "Goodbye Castle." He was about to pull the trigger when Jake Lockley grabbed his hand. "What are you doing Marc?" He said. A dark tone coating his words. "Removing a murderer." "While becoming one ourselves?" Steven Grant said as he walked out of the shadows. "It's what we have to do." "No its not Marc. We all know that." Jake said tightening his grip. "We said it ourselves. No killing. You said it to." Steven through in. Jake continued where he left off. "Dad wouldn't want this. And neither do you. You're not a mercenary anymore Marc. Stop trying to be one. Put down the gun." Moon Knight dropped the gun as his personalities continued to speak.

"We did well tonight." Steven said. "Who want's a drink?" "We still have work to do." Marc deadpanned as he began to tie up the Punisher and Richard Fisk. "Fine after that then drinks. And was it just me, or was that detective kinda hot?" "Just you." Jake said. "Hey she's a MILF I swear. But you were the one who decided we should rescue the kid first, so you take a shot." "We have a girlfriend." Jake said as Moon Knight finished his work. "We go. Now." Marc said as he directed the triad into the shadows of the ally. "I'm not saying dump Marlene, she's to hot to give up. But you're the only one she's serious with." "She knows you're a pig Steven." "But out Marc, you have zero interest in her romantically, you do think she's a good nurse though. I swear she could give me a physical anytime." "Keep talking and I'll drown you." "Calm down Jake it was just a joke." The trio continued to argue inside the mind of the troubled vigilante.

…**..**

**Triskelion, Fury's Quarters**

Nick Fury sat at his desk as he watched the repairs on the Triskelion after the attack by the Chitauri (See Ultimate Avengers). His door opened to reveal the Black Cat who simply walked into the room. "Hey boss." "You get what we sent you for?" "It was mostly a favor to Jess so I don't like the fact that I'm betraying her trust." Felicia placed a small vial of blood on the desk before turning to leave. "What exactly is this for? He's a good guy, so why are you running tests on his DNA?" "Just a precaution." Felicia left it at that as she walked out of the office.

The Black Cat walked towards her room before making a U-turn. She walked for a few minutes before reaching a certain door. She knocked on it once until it slid open to reveal a very tired and bed-haired Jessica. "Whaaaat?" She moaned out in irritation. "Shake off the night time sleepy's girl, we've got to do a little investigating." "For what?" "Why Fury wanted me to get a sample of your brother's blood."

**…..**

**Next Day**

Peter awoke with a start as he tumbled out off the couch. He jumped to his feet and realized his talons had popped out in his excitement. "Whoo…just a dream…again." Peter flopped back down on the couch as he thought over the vision Madame Webb had shown him. It had kept replaying in his head like a nightmare, over and over. It was seriously starting to bug him.

He left the warehouse and headed for his part time job at the bugle. He web-swung through the air until he reached his destination. He walked in through the front lobby and saw a small group of cops in the room. Peter walked past them and entered the elevator. As the doors closed Peter saw the police questioning multiple people. 'Weird.' The elevator rode to the top in silence. 'I strangely miss elevator music.' He thought. The doors opened to allow Peter to walk out of the elevator and onto the Bugle's floor. He saw many of his reporter colleagues but with the addition of two cops and a young teen who Peter knew. "Mattie what's with all the cops?" "Hey Pete! Nothing much except they're conducting an investigation of some journalists." "For what?" "They're looking into those missing people in Harlem and were hoping that our guys might have a lead." "And?" "Nothing." "Right. Well then it's still a mystery." "Who knows maybe Spiderman can figure out." She said. "Yeah…" In actuality Peter knew it was Eddie doing his lethal protector thing against drug-dealers and criminals, but it was still murder.

"Anyway, you're uncle around?" "Yeah…but he's not in a good mood." Peter sighed. "Mattie, I know he's your uncle and you love him to death, but he is always in a bad mood." "No I mean like genuinely bad, not his normal high-blood pressure self." Realization hit Peter. "Oh. That is bad news then. He doesn't like detectives, does he?" "At least not the ones in his office." "I see." Mattie nodded as she looked at the office her uncle was in. Peter walked towards the lounge area with Mattie following. He opened the mini-fridge and passed Mattie a bottle of water. "Thank you!" she exclaimed happily before flopping down on the couch. "Oh Peter did you here about Wilson Fisk? He was accused of being the Kingpin and fled the country!" "I see…anybody else get arrested?" "Yeah that psycho Spiderman fought the other day, y'know the Punisher. Him and Richard Fisk." "Wait Richard Fisk got arrested? For what?" "Supposedly aiding and abetting his father. Turns out he was this guy called the Blood Rose, some big shot Mob dude." Peter leaned on the wall in thought. 'That makes sense…like father like son.'

Loud shouting began to emanate from Jameson's office. Apparently he was shouting at the detectives. Who were questioning him. "Now get the hell out of my office before I throw you assess out!" He screamed right before two men in suits stormed out of the office, muttering profanities. "Mattie I think you were right about him not liking those police." "I love it when I'm right." She stretched her arms over her head and Peter noticed her shoulders were moving in a way that indicated pain. "Hey Mattie, are your shoulders feeling okay?" he asked earnestly. "Oh! Uh…kinda…not…they've just been hurting a little more than lately." "Maybe you should see a doctor." "Maybe my chest size is just growing." She teased. The resulting comment made Peter blush, "Right…" "Norah was right you are a gentleman." She said while giggling. "I hate it how you're hanging out with her so much." Peter muttered. "Oh we both just enjoy teasing you." Peter grunted as a response as he and the niece of his noisy employer chatted away.

**Hope you enjoyed this one and look forward to another chapter soon. I will be introducing several more characters very soon. For the upcoming villains list here it is:**

**Electro**

**Morlun**

**The Queen**

**Carnage**

**Dr. Octopus (Again)**

**Anyone else you would like to see shoot me a review and I'll see what I can do. Seriously I consider these things.**


	36. Chapter 36: Times Change

**Disclaimer: I do not own Spiderman or any characters from Marvel. All characters belong to their respective owners. **

**And a bit of clarification here about my own marvel universe. For those of you who don't know, The Ultimate Marvel universe is called Earth 1610. I like to think my reality as Earth 1630. My own little theory is that each universe is slightly different then each one in more than just a subtle way, but the greater the distance from each Earth, the les similar it is. That's most likely why we've never seen a Earth 649 or 620 (prime marvel universe is considered Earth 616) because the realities would be too similar. My reality is different from the Ultimate universe, but not radically. Several key elements will be changed, but the majority of both will remain in tact (villains and heroes may be different or altered in the ways of plot, some event might also change). **

**Also, many of you might be noticing me jumping the time line with the gaps ranging from a few days to a week or more. This is to further move the plot along as well as progress Spiderman's experience against common criminals. **

**Chapter 36**

**Times Change**

**New York City, Apartment Complex, Two Weeks After the Kingpin's Escape**

Mattie Franklin entered her uncle's apartment as she made her way to her room. Her uncle was working late again, so she had the apartment to herself. She stretched and yawned again as she removed he hoodie to reveal a low cut shirt that left a good portion of her back exposed. "Well no one's here…" With a small amount of concentration four lumps began to form on her back, with a slight grunt of pain, four large bone like protrusions burst from her back. The bony appendages (shaped like spider legs) extended as if they were stretching as well. "It's so uncomfortable keeping them in sometimes." she mumbled as the legs folded up behind her slightly. She walked into the living room before flicking on the TV. The local news played a story of a robbery stopped by Spiderman, caused by a man called the Shocker.

"Way to go Spidey!" She fist pumped as she leaned back on the couch. "So many super-crimes happening these days…" the young girl mumbled as she continued to watch the news. "Hope everything goes okay for tomorrow." She muttered as the news played out more info on the superhero team the Ultimates, as well as some tabloids surrounding the marriage of Sue Storm and Reed Richards.

…

**Triskelion, Underground Lab**

Nick Fury walked into the lab room to see Baron Von Blitzschlag kneeling over several downed security men, all dressed in broken battle gear. "This bad huh?" Fury bluntly asked. The German scientist simply nodded his head before using his cane to gesture towards a locked containment cell. Fury walked forward before Fury spoke up. "We'll need to start from scratch if we want him to be controllable." "You're going to do it?' The scientist asked looking at Fury. "Yes." The general replied without hesitation

Fury tapped the control panel on the cell. As the thick metal door retracted, Fury placed his hand on his sidearm. He walked into the dimly lit red cell and laid his eyes on a young teen huddled in the corner of the room. The teen had a mop of dirty brown hair that went to his shoulders. He wore no clothes and the floor was caked with blood. The young teen looked up at Fury, revealing his brown eyes. "Fury…?" he asked in a half whisper. "It's me son. Its all gonna be okay." "W-what's happening to me?! I don't remember anything! How am I here?" he began to sob. "It's alright son…" Fury's hand popped the safety strap off his gun. The young man became extremely agitated as he gripped his head. "Head throbbing! Wha—?!" the teen screamed in pain as two one foot long stingers jutted from his wrists. Blood splattered on the ground. "Auuug!" he screamed. Fury noticed the skin around the stingers began to heal trapping the weapons above the skin.

"What is happening?! I never had stingers!" Fury gripped his gun as he approached the young teen. He lowered himself to the boys level as he placed a hand on his shoulder. Tears were welling in his eyes as fear and panic set in on his confused mind. "It'll all be over soon son. Just trust me." The boy looked at his hands in shock and fear. Fury gripped his gun tighter and looked the boy in the eyes. He removed the weapon from his holster and raised it to eye level. The boy looked the man in the eyes as Fury cocked the gun.

Nick watched the crying teen as he gripped his sidearm. He knew what he had to do, but as he looked at the boy, he couldn't pull the trigger. No matter what he thought, he couldn't do it. Not with how similar they were. Fury lowered his weapon and placed it on the ground. "I'm going to help you Peter. But you need to know some things first."

…**..**

**Midtown High School, the Next Day**

Peter walked through the hallway of his high school and made his way to his locker. He opened the door and put several books in his bag before shutting the metal door. When he shut it a familiar face walked into view. "Hey buddy!" Flash said as he leaned against the lockers. "Hey man." "What've you been up to these days?" "Work and personal problems." "Sorry man. Everything okay between you and MJ?" "Yeah that's all fine. I'm just worried about some other stuff." "Well I'm always here for you buddy. Anyway have you seen the new school nurse?" "Miss Arrow? Yeah I've met her. Why?" "She is freakin hot!" Peter merely grinned at his friend's statement. "Heh. Right. I don't think she goes for students." "Yeah, but we can at least appreciate the view!" "Okay big guy keep it in your pants."

Peter was about to leave his locker when MJ grabbed his arm and nearly pinned him against the locker. "Peter did you here the news?" She asked eagerly. "Care to explain, because I obviously haven't." "We're getting a new student in home room!" "Really?" Flash asked now interested. "Guy or girl?" "Don't know." "Hope it's a cute girl." Flash said as he walked away from the lockers. "Horn dog." Peter sighed. "Hey he's a guy." MJ said. 'That's insulting to my gender." Peter deadpanned. "It's true for most guys here at least." "Hard to argue with that." The pair walked into their homeroom class before sitting down at their desks. Peter sitting in front, with MJ right behind him.

The professor walked into the room with a clipboard in hand. "Alright everyone settle down, I have an announcement to make." The class mumbled in both irritation and anticipation. "We have a new student. Please enter." The class fell silent as the new student entered the room. She had short black hair that fell just above her shoulders and had blue eyes. Peter's posture stiffened in surprise for a moment. 'Mattie?' "Hi everybody! My name is Mattie Franklin. Hope to get along with you very well." Several of boys started to whisper about how she looked, as did the girls. MJ noticed her boyfriend's reactions and leaned forward in her seat. "Do you know her?" "Yeah that's Mattie, JJ's niece." "You mean the kinda cute girl you told me about?" Peter chuckled nervously. "Pete, you know the new girl?" Flash asked eagerly. "Yeah." "She's his boss's niece." "Think you could put in a good word for me?" Peter face-palmed before looking at his jock friend. "Weren't you hitting on the school nurse just like a minute ago?"

Mattie was instructed to sit down right to the left of Peter, who she immediately recognized. "Hey Peter." She said as she sat down. "Hey." He said in response. Mattie looked at MJ and Flash and smiled. "Helloooo!" She said enthusiastically. "Hey." MJ replied, "I'm Mary Jane, but you can cl me MJ." "I'm Flash!" The jock said over his smaller friend (i.e. Peter). "Hi!" She replied while smiling. The discussion between the three only increased from there, while Peter remained with his head down on his desk trying to block out the noise to catch upon his sleep.

The rest of the day went off without a hitch. Mattie was integrating well into the little group of friends. Surprisingly she was really hitting it off with MJ, much to Peter's surprise. 'Girls can be so bipolar about people.' Peter privately thought as he closed his locker for the day. He was about to meet up with his friends when he received a beeping noise from his pocket. He moved back out of the massive crowd of students to get a little privacy from the dozens of students littering the hallways. Peter removed a small blue and white communicator from his pocket before placing it in his ear. "Peter?" "Johnny?" "Hey I was hoping you were on the line! Listen we need a favor." "What is it?" "Reed and Sue need help with a little science project…so…" "When and where do you need me?" The boy asked enthusiastically.

…**.**

**Baxter Building**

Spiderman landed on the roof of the Baxter Building as the sun began to set. Standing up, he looked around the roof until an elevator rose to top, drawing his attention. The doors opened to reveal the Fantastic Four. Reed and Sue were both wearing lab-coats with the addition of metallic black goggles over there team uniforms. "Hello Peter." The older man greeted as he walked out of the elevator. "Sup Doc." Peter replied as he jumped towards the area, landing on the same level as the FF members. "So what did you need me for?" "Help with a dimensional experiment. I need a good assistant to help us with it. Sorry for calling you an assistant." "Not a problem. So what do you need me to do?" "Stabilize an extra-dimensional portal." Sue said while smiling.

"You guys have made my day!" Peter exclaimed. The Thing and the Human Torch simply face-palmed at their friends reaction. "Man, he's as big a science nerd a Reed is." Johnny complained. "Well at least we don't have to worry about us screwing something up." Ben added in. "Well lets go down to the lab." The group of heroes took the elevator down to the top lab floors. The doors opened to reveal a large room filled with various pieces of equipment. "Man I've always wanted to see this place when it wasn't destroyed." Peter said as he walked into the room.

In the center of the room stood an enlarged ring like object with an additional half-ring attached to the side on a rotating platform. "I'm assuming that that is the portal, right?" Reed nodded his head as he lowered the goggles over his eyes. "You might want to step back Peter." "Steppin' back." Spiderman said backing up beside Johnny and Ben. Sue walked over to a console similar to Reed's and began to type on the console. The half ring began to move around the full ring, creating a surge of red energy that swarmed around the structure. The energy began to congregate at the center of the ring until it took the form of a sphere. The sphere of energy became denser and darker in color, creating a thick ball of energy that began to expand until it reached the edge of the ring. "Fucking awesome!" Peter exclaimed as Johnny and Ben nodded while speechless.

"My dear friends…welcome to the new unveiling of the new N-zone portal!" Reed said dramatically. "You've been waiting for hours to do that haven't you?" Sue said while smiling. "Yes I have." Reed admitted. The portal remained stable as the wind in the air picked up. A vortex formed in the ring, spiraling back into the portal. "So what next?" "Now we get to explore it." "We're going back to the N-zone?" "Well…technically me and Susan are. You two are house sitting and Peter is here to stabilize the portal in case anything goes wrong. In the mean time there is some quantum physics notes alongside some new technology to kill time Peter." "So I'm lab sitting?" "In…layman's terms…yes. Thanks again!" Before a response could be made both Mr. Fantastic and the invisible Woman leapt into the portal, disappearing from sight.

"You're welcome…?" Peter said, feeling like he had just been duped. "Did you know about this?" He asked turning to Ben and Johnny. "Not about ditching you and having us stay put…but hey, last date they have before the wedding. Let the kids have fun." The Thing said before walking alongside Johnny to sit in twin chairs facing a large monitor. Johnny turned it on before changing the channel to a football game. "While your being all nerdy with Reed's stuff will be watching the game. Join us if ya want." Peter looked at the pile of papers and notes and then looked at the game playing. "Eh. I'll multi-task." Peter fired a web-line and snared the files, pulling the papers towards him. He perched on one of the empty tables as he skimmed some of the files. "Hmmm…" "What? see something interesting?" Johnny asked. "Yeah, but quick question." "What's that kid?" Ben asked as he popped open a beer. "Yeah, when's Reed's bachelor party?" At these words Ben dropped his beer and Johnny groaned in annoyance. "Fuck." He said.

"You forgot to plan one?" Peter asked still reading the files, not bothering to look up. "Yeah…might have to start brain storming." "Good luck with that…when is the wedding by the way?" "In a couple of weeks. Speaking of which, take this." Johnny tossed a silver card towards Spiderman who easily caught it. "And this is…?" "An invitation. Date is scheduled to appear whenever its finalized." "Really? Civilian or costume?" "Probably Costume. We're inviting the Ultimates and Prof. X." "Any other X-Men?'' "That eager to meet them?" "I only met a few the first time." Ben raised an eyebrow. "Man you get around." He said. "Yeah…I'm social that way." "Any cute girls on that team?" Johnny asked. "Yeah I saw one or two of them…" "Care to invite them as a plus one?" "Do I get one?" "Yeah." "I'll think about it." He said sarcastically. "You sure you want me there? I kinda got a lot of negative publicity." "Then this should give you a boost." Johnny simply replied while watching the football game. Peter shrugged his shoulders before pocketing the invitation. He continued to look at the notes until a small red flash illuminated the room.

Peter turned his head to the portal and saw what looked like tiny flashes of red light. They were spontaneously collecting around the portal, increasing with intensity. "Is that normal?" Johnny asked while rising from his seat. "I don't think so." Peter said as he stood up. Ben stood up from his seat and stomped towards the portal while Peter checked some of the instruments. "Pete…please tell me this normal for this thing." "As much as I would love to say yes…I'm fairly certain this is not normal." Peter pressed several commands into the console to try and correct the energy surge. "Not good…Not good…" Peter mumbled as he struggled to stop the accumulating energy. "Did Reed tell you about what's on the other side of that portal?" Peter asked. "We already know! A big red wispy cloud place filled with rock and alien monsters!" Ben said as he stood in front of the portal.

"We might have a problem…" Peter said as a large red dot appeared on the screen's radar. "What kind of a problem?" Johnny said as his body began to release embers over his skin. The portal fluctuated for a brief moment before a large shadow appeared behind the red veil of energy. The portal rippled for a moment before a massive creature broke through the dimensional barrier. The monster slithered and crawled out of the portal, its long insect like legs stabbing into the ground, dragging its serpentine body into the lab. Its face looked like a cross between a lion and an insect. Two enlarged claws shaped like scythes were in place of its front legs; its mane was made of jagged spikes tinted red like rubies. It glowing green eyes locked upon the first thing it saw, in this case, Ben. "Oh shit." He muttered before the creature roared in defiance before slamming its tail into the hero, sending him flying into a lab table.

"What is that?!" Johnny shouted as he readied himself for a fight. "Something from the other side! Let's push it back through!" Spiderman threw down the tablet he had been using before leaping into action. Johnny quickly followed suit. "Flame on!" The Human Torch burst into flames before flying into the air, raining fire down upon the monster.

The creature screamed in pain before slithering forward, swinging its claws in wide arcs. Spiderman back flipped to avoid the first swing before barreling to the side to avoid a tail swipe. Spiderman fired off a net of webbing which seemed to only annoy the creature as it tore through the net like paper. Torch soared over the creature bathing it in fire before circling back to Spiderman. "We need a little muscle here!" He exclaimed.

Suddenly a large table smashed into the creature's face, drawing its attention. The monster snarled as it eyes locked on the large orange creature it had swatted aside so easily. "It's gonna take a lot more than a little lickin' to take me down ya…uh…whatever you are!" Ben declared as he lifted another half of a table with one arm. He hurled the object at the creature who retaliated by firing a blast of green slime that collided with the projectile, melting it instantly. "Acid?! Crimeny…" The Thing said as he dodged another glob of acid. Spiderman swung into action (literally) and slammed his feet into the monster's face, causing it to reel back in pain. It shrieked in anger before charging forward swinging its arms in an attempt to gut the heroes. Ben charged the creature, grabbing it by the tail before dragging it back. The monster shrieked in protest before digging its claws into the floor, stalling its defeat.

"Aw for crap's sake just give up!" Ben complained as he pulled the creature across the ground. Johnny flew in front of the creature and unleashed a torrent of flames in its face causing it to reel back in pain. The monster screamed in distress before the orange-hide Thing lifted it into the air. "Alright ya freaky monster… back ya go!" The Thing hurled the creature at the portal where it slammed through the dimensional gate, ending up back on the other side. "Peter do something!" Johnny shouted as the shadowy form of the creature began to rise. "Working on it!" He replied while furiously typing on one of the portal's command terminals. "Work faster kid!" Ben shouted as he began to chuck random debris at the portal in an effort to stop the creature's recovery.

"Almost there…and…got it!" Peter slammed his hand on the command terminal before a shield of green energy coated the outside of the portal. The N-zone creature slammed through the portal but was quickly repelled by the new shield. The monster screamed in anger as it was forced back into its home. "Problem solved." Peter said as he looked at the console. "Looks like the shield is holding for now…" "How did that thing get through?" Johnny asked, still looking at the shielded portal.

"You got me. That shield should've prevented anything from getting loose in the lab." "So why didn't it work the first time?" Ben asked irritably. "I dunno…a glitch?" "That's your theory?' Johnny asked. "Hey I'm just the assistant remember?" "So who wants to tell Reed and Sussy about the mess. The group looked around and saw to their horror the room had been trashed by the creatures rampage. "Shit." Both teens said as Ben began to pick up the trashed remains of the lab. Soon enough all three were scooping up debris and wrecked lab equipment. "We just got this place cleaned…" Ben grumbled.

…**..**

**Triskelion, Underground Lab**

"This was a mistake." Blitzschlag said as he finished typing a slew of data into a computer terminal. "Care to repeat that doctor?" Fury said as he watched the monitor in front of him. "Yes I would." The German doctor said almost defiantly. "Then please, continue." "You said you would take care of the problem, but instead you are having him kept alive. You said if we couldn't control him that we would need to ki—" "I know what I said! And believe me I'm warming up to it." The scientist glared at the director of SHIELD before he turned back to the monitor currently displaying the source of their argument. In a similar containment cell (this one being clean and outfitted with a bed and toilet) sat the clone of Peter Parker, codename: Kaine.

The young teen sat on the bed, glaring at the mirror placed in his cell. Miraculously, Fury had managed to calm the distraught clone, even after he had been informed of his creation and purpose. He now seemed to be just sitting there contemplating. "He's taking this rather well." The doctor said while leaning on his cane. "Believe me he told me if anyone walked in to his room at all he would gouge their eyes out with his stingers. And about those…" Blitzschlag looked at the director to answer. "Well…I couldn't duplicate his mutant genome without complicating the OZ formula which gave him his powers. So I stripped him of his X-gene and gave him stingers instead. I believe they might be highly effective." "They're a little creepy." The doctor shook his head in irritation before turning back to his work.

"You plan on using him for assassinations and more morally…disturbed assignments…correct?" "Yes. He's shaken and he ain't gonna recover like normal. Unlike our original…Kaine is prepared to kill, unlike Abel." "Very biblical in the name sake. But then again, it does fit." Blistzschlag said as he began to type on his console. "How is it coming with project MVP?" "I believe that they would work best as a team, seeing as they are brothers. And…" The German said while looking at Kaine through the monitor. "I think we might have a leader candidate available." "We'll have to see where he fits into all of this. But you may be right."

Inside the cell, the clone, aptly named Kaine, glared at his own reflection. His hair was much longer than his 'original' falling just below his shoulders. He raised his right hand and concentrated. The skin on his wrists tore open as the foot-long spike jutted into view. Kaine grunted as the pain slowly stopped following the wound healing. He looked at his new weapon and glared at it with both hatred and intrigue. From what he could tell it was much denser and stronger than even his reinforced skeleton.

He released the second spike from his left wrist and compared the two. There was no difference between the two weapons as he scraped the bones against each other repeatedly. As he continued the repetitive motion, Kaine thought back on what Fury had told him. He was a clone with all the memories of Peter Parker, of Spiderman. But he wasn't him. It didn't feel right; it was like looking through someone else's eyes for most of your life without any control. "What am I here for?" He muttered before retracting the stingers.

The doors to his cell opened flooding the dim room with light from the outside. "You take one step in here…I jam my new stingers trough your skull." "Relax kid." The young teen turned his head to see a blond haired man in a black and red combat suite wearing red sunglasses. "Hawkeye?" the teen questioned, recognizing him from the cross-species invasion. "Hey kid." "The fuck do you want?" The clone asked not happy to see anyone right now. "Not the best first impression." Kaine simply scoffed, not bothering to look at the archer. "Look kid I get that your pissed but—" "Pissed doesn't even describe my mood! Pissed is when you've failed a test, get chewed out by your boss and generally have a fucked up day! I'm seething in rage! There hasn't been a word invented to describe how much anger is simmering in my blood right now!" Kaine ranted. "Let me tell you right now. I am far beyond pissed." "Noted." Clint said, barely fazed by the teen's outburst.

Hawkeye threw a bundle of clothes at the teen who caught it with one hand. He looked questioningly at the clothes before Hawkeye spoke again. "Put them on." Kaine looked at the clothes and saw they were a pair of sweats. "Why should I?" he asked bitterly. "One I'm getting tired of staring at your junk, and two, we're going to train." "For what?" " For you to blow off steam without ripping people apart."

The archer walked out of the room, leaving Kaine behind. The clone looked grudgingly at the pile of clothes before starting to dress. 'Might as well break some stuff.' He thought, again releasing his stingers. "I am going to fuck shit up."

…**.**

**Baxter Building**

The N-Zone portal ripped open before a laughing Sue Storm and Reed Richards jumped through, landing on the lab floor. "We're home!" Sue said as she and Reed looked around the lab. They were both surprised and horrified to see parts of the lab broken, burned and covered in webbing. Spiderman hung upside down from the sealing on a web-line. He and the remaining FF members were watching a football game, which apparently revolved around them gambling. Ben had a small stack of money on the table and threw down another five dollar bill as the game continued. "Hey sis." Johnny said, not turning around.

"What happened to the lab?!" his sister nearly shrieked. "Peter was the first to respond, still not turning around. "Oh…a giant creature got through and we had to send it back. Next time you leave the portal on, make sure the force-field stays on." Sue looked back at her fiancée who began to skim the commands posted n the terminal. "Aaahh…it appears I did forget to set the force-field before we left. I apologize." "Maybe we should get ya a reminder pad for your wedding gift, stretch." "Anyway…" peter said redrawing the group's attention to him. "My baby sitting job is over so I'm gonna get going."

"Thank you for the help Peter." Sue said. "Sure, just next time please actually have me do something interesting." With that said Spider man leapt towards the lab's elevator before ascending to the roof, ready to leave.

Peter emerged onto the roof of the building and looked out onto his city. "Well…tonight was…interesting." He said out loud. Spiderman stood on the ledge and walked along the thin concrete border for about a minute before he found a suitable spot. "This should do." He leapt from the building like a diver and plummeted towards the ground.

He fired off a thin line of webbing which snagged the edge of a building jerking him up into the air where he fired off another web-line to continue his travels. He swung around a building and vaulted into the air before firing off yet another line. He continued through the air until the sounds of gunfire and explosion rang through the city. Spiderman latched onto the side of a skyscraper and focused his senses towards the noise. Within seconds he knew where to go.

He pushed off the building and fired off a continuous flow of webbing, not slowing for a second. He rapidly approached the area of the violence and saw several destroyed cop cars filling the area. Police were being pushed back by a figure who was launching blast of circular energy. The rings of energy detonated on impact with whatever they hit. The cops had been driven back as the figure continued to fire off more blasts of energy. Spiderman landed on the edge of a street lamp and viewed the battle. The woman jumped from her perch on an uprooted street and dashed across the street, her blasts leaving echoing boom noises.

Spiderman leapt into action swinging in closer before nailing the villain in the back with a kick. The woman gradually picked herself up off the ground, clearly caught by surprise. "You know, there are better ways to get attention than destroying public property." Spiderman quipped. "Fuck you shit for brains!" The girl screamed as she whirled around, firing off to energy blasts. Spiderman's spider-sense warned him of the encroaching danger and allowed him to jump to the side. The blasts slammed into the street creating two explosions that rocked the area.

"Language young lady!" Spiderman shouted over the explosion. "Fuck you bitch!" The girl unleashed another blast of energy that Spiderman dodged. The masked hero fired off several web-shots, two witch found their mark. The female's hands were pinned to the wall of a nearby building, leaving her helpless.

Spiderman finally got a better look at the woman and notice she was around his age. She had long brown hair and wore a long white jacket over a black and pink combat suit. Her brown eyes were framed by a domino mask and reflected nothing but sheer rage.

"Okay kid, who are you?" "Fuck you!" The girl screamed as her hands began to shift around in the webbing.

"Yeah keep it up Mrs. Potty mouth, those webs are tougher than they l-" Peter's words died in his throat as his spider-sense echoed in his skull. The girl's hands glowed through the webbing before it burst like a balloon, releasing the villain. She landed on the ground and glared up at the red and black hero.

"You want a name? Try Bombshell, Jackass!" The villainess raised her hands and unleashed a wave of energy at the web-swinger. Spiderman leapt into the air to avoid the attack, firing web-shots as he did so. Bombshell merely waved her hand through the air, causing each web-blast to explode midair.

"Fuck!" Peter exclaimed as he landed on the edge of a building. The female known as Bombshell darted into the alleyway, fleeing the scene. "You are not getting away!" Spiderman said as he leapt into the alleyway leaping off the walls to gain extra ground. He continued to fire off shots of webbing to slow her down. Bombshell had to slow herself to detonate the attacks, less lose her footing and thus even more ground.

"Why wont you just fuck off you goddamn bastard?!" she roared while flailing her powers. Spiderman's senses were blaring like a fire alarm, everywhere he landed radiated danger mere seconds before it explode in a shower of debris.

Spiderman leapt to the ground level and immediately jumped forward, slamming into Bombshell and flooring her. The masked hero pinned her to the ground, locking her arms above her head. The girl screamed in defiance as she struggled in vain. She couldn't risk using her powers at close range lest she want to join her opponent in being blown to hell. "Get off you mother fucking shithead!" "Jesus Christ you swear way to much girl!" The female continued to struggle as Spiderman webbed her hands to the concrete. He prepared to fire off a dose of his venom-blasts but was interrupted when the woman released a blast of energy that ripped apart the concrete.

Both post-humans were sent flying back, Spiderman slamming into (and through) a brick wall, while Bombshell was thrown into a stack of garbage cans. The woman pushed through the split trash and limped out into the alleyway. She saw several pieces of bricks begin to move off a pile and quickly realized that Spiderman was recovering.

"You gotta be fucking kiddin' me!" The girl screamed in frustration as she fired off another blast. The energy collided with the remains of the wall collapsing it further upon the buried hero. Seeing her adversary subdued, Bombshell dashed down the street as best she could with her injured leg.

She could hear the police sirens behind her and knew the police were starting to recover. Bombshell raised her hand towards the alleyway and unleashed another blat of explosive energy. The attack demolished the top of the alleyway, causing debris and dust to cloud the pathway. Bombshell continued down the street before limping near an alleyway sitting across from a subway station. She leaned behind the dumpster and began to fold her coat so it looked shorter. She removed her mask and pocketed it before rolling up the leggings of her combat suit to make it look like she was a runner returning from a jog.

She limped across the street, merging into the crowd and descended into the subway.

…

**Warehouse, Next Morning**

Peter braced himself as MJ placed another cold icepack on his side, making him wince. "Don't be a baby, Tiger. You've taken harder hits than this." Peter groaned slightly as his girlfriend rapped some bandages around the bruised area to keep the pack in place.

"Yeah…but when I got hit I had adrenaline in my system to keep the pain off." He replied while moving his arm to allow MJ better access to wrapping the bandages. His girlfriend merely snorted in response before finishing up the bandage wrap. "How exactly did she get the drop on you?" MJ asked while moving to give her boyfriend some space.

"I didn't think she would use her powers up close like that. It was pretty reckless." "The way you talk about her makes it seem like she was a rookie." Peter nodded his head confirming her thoughts. "I have no idea what she was doing when the police attacked, and now I got no leads on where she went." MJ tossed a newspaper to Peter who caught it, although he grunted as he bent forward. "What's this?" He asked.

"A big announcement about SHIELD's new super-soldier initiative. They're doing a lot a public promotion as of lately." Peter read the article and frowned a bit. "They got all these guys and they still want me on the team?" "You make it sound like you don't want to be on their team." MJ said while sitting down at the computer and booting it up. Pete leaned back on the couch and grunted while covering his bruised ribs. "I didn't say that. It's just…I don't like people telling me who the bad guy is. There's always to sides to the same coin. Plus I hate working in the grey area." MJ smiled sympathetically at Peter and moved back to the sofa, sitting next to him.

"Think you'll be okay for school tomorrow?" She asked resting her head on Peter's shoulder. "Probably. Healing factor should be doing its job soon." Peter muttered as he leaned back trying to get some rest. MJ stretched her arm before lying down on Peter's lap. "Good night, tiger." "Mhmm…" Peter said as he closed his eyes letting sleep wash over him.

…

**Triskelion, Training Room**

Hawkeye watched as Kaine ripped apart the battle drones with extreme prejudice. He slammed the first robot into the ground before ripping its arms off. He slammed the robot's arms into its brothers, flooring them. Kaine shot forward wielding his makeshift weapons like a mace before smashing it into the hide of another drone. He leapt into the air pinning himself to ceiling and unleashed his stingers.

He lunged towards the remaining drones, stabbing and slashing everything that crossed his path. He stabbed his spike through the skull of one drone before firing off a slew of webbing from his wrist. He slammed his fist into one robot before summersaulting into the air, before dropping down to deliver a drop kick to the last drones skull.

Kaine landed in a crouched position, both stingers by his side. He panted lightly as he rose up from the ground. He took another look at his stingers before retracting them into his wrists. Hawkeye kept his distance, hand hovering over a throwing knife on his left side. "You calm yet, Kid?" "The name is Kaine!" the clone snarled as he glared daggers at Hawkeye.

"Alright…Kaine. Feel better?" "Not even close." He growled as he flexed his fingers. "This has been your second day in this room and you've totaled one hundred and twelve combat drones set to lethal. You really have a death wish, don't you?" Kaine picked up the punctured skull of a drone. He looked at the remains of the robot before his stinger tore through its metal plating. "Doesn't matter. If I die you can just grow a replacement." The bitter clone through down the metal skull and stormed out of the training room.

Hawkeye looked at the remains of the combat drones before holding up his wrist, outfitted with a communicator. "Barton to Fury, I think he'll do just fine." "Continue to monitor him. You'll be his handler for the time being. Don't let him do anything stupid." Hawkeye smirked at this before turning off the com-link.

**….**

**Triskelion, Fury's Office**

Nick Fury sat at his desk, looking over the files for the new combat class Heli-carriers. He smiled to himself as he looked at the schematics of SHIELD's newest weapon. "Interesting." He said before his computer screen flashed red, indicating his office doors had been breached without the alarm being triggered. Fury drew his handgun and pointed it at the door while keeping his eye trained on anything suspicious. The doors to his office opened to reveal a very pissed off Jessica Drew. "Jess?" Fury questioned, not lowering his sidearm.

"Not all boss." Fury whirled around and aimed his gun at Felicia Hardy who was sitting on his desk. "The hell are you two doing. "Getting answers." Jessica deadpanned, her voice barley restraining rage. "For what?" "Why you had me steal Spiderman's DNA to create a clone." Felicia said casually. Jessica stepped into the room, her hands sparking with green electricity. Fury lowered his gun, not looking intimidated in the least.

"Cool it kids." "Not until I get an answer Nick!" Jessica nearly screamed as she slammed her hands on the desk. Fury calmly sat down in his chair and leaned back. "We needed a failsafe in case he ever snapped." "If he snapped?! You've seen what he's done! He's a hero! He wouldn't sn—" "Have you been paying attention to current events Jess? His best friend just turned into a mutated monster that his father was responsible for, and one of his friends died a few months ago. He's a sixteen year-old kid with superpowers that has had more shit thrown in his way than most people due in their entire lives. You really think he'll last forever? You think he's so flexible that he can endure everything life can throw at him?" Jessica's eyes widened and Felicia's posture became less smug and more thoughtful as she realized what Fury was saying.

"Tell me I'm wrong Jess. Tell me your brother is so strong that he'll endure everything that can and will happen to someone like him. If you can tell me that without a doubt in your mind I'll back off. But if you think there is even a remote chance…you better think long and hard on who's right and wrong here." Jessica stared at her father figure, her mentor with a look of shear defeat. "Well soldier? What's your answer?" Fury asked, although the answer to everyone in the room was to painfully obvious.

**Hope you liked this chapter. For those of you who wanted to see Kaine or Ben Reilly rejoice, I have big plans for him and Peter as well as Jessica. More villains will follow and I hope you liked the brief introduction of Bombshell to my Ultimate Marvel universe. As always reviews are welcome. And I have also decided since this is an M-rated fic, If I receive more than ten requests for a lemon scene, I will include it. Let me know with who and I will try my best to appease you. **


	37. Chapter 37: Nightmare

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners. **

**1/10 request for a lemon scene so far. Here I will introduce a new character who I have mentioned before, here's a hint: He'll be played by Benedict Cumberbatch. **

**Chapter 37**

**Nightmare**

**Queens, Midtown High**

Peter moved to the side to avoid the incoming traffic of students walking about the halls of the school. He pushed past a group of freshman who weren't paying attention, causing him to receive some profanity witch he promptly ignored. He moved through the hall, keeping to the side closets to the lockers. 'And I see the halls of this hell-hole still haven't improved.' He thought with a small smile.

Peter reached the edge of the hall near his locker when his spider-sense flared. His senses went into overdrive as he scanned the halls of his school for anything out of the ordinary. Instead he saw Miss Arrow talking to Flash who seemed a little to giddy. "I think he's hot for the nurse." Peter let out a small yelp of surprise at Mattie's words. "Mattie!" "Hey Pete." She said casually. Peter had been so focused on the task of locating what had set off his spider-sense that he hadn't noticed Mattie approaching him. "So what's up?' he asked trying to regain his normal posture.

Mattie shrugged her shoulders as she opened her locker, witch was conveniently located close to Peter's. "Nothing much. Where's MJ?" "Oh she had to ask a teacher something. She said she'd catch up later. Besides this gives me sometime to prepare." "Oh?" Mattie said with a sly smile. "You're gonna use that little bonus my uncle gave you aren't you?" "Yep, got a reservation and everything." "Well go get her lover-boy!" Mattie said playfully punching Peter in the arm. "What's going on?" Flash asked as he approached the group. "Oh Petey here is just going to take MJ on a fancy date!" Mattie said gleefully. "Wait to go buddy!" Flash slapping his friend on the back.

Mattie laughed at the scene before looking at Flash. "So how'd flirting with the nurse go Mr. Thompson?" Flash blushed a little. "So ya saw that huh?" "Dude she's like ten years older than you, keep your libido in check." "Can't help man! Even you gotta admit she's pretty hot!" Peter shook his head in disbelief before he shut his locker. "You are really starting to make me lose faith in my gender." Peter said as he picked up his bag.

"What?" Flash asked as the trio walked away from the lockers and towards the school's exit.

…

**Parker's Residence, 8:00 pm**

Peter tied the bowtie of his tuxedo as he finished putting on the rental suit. 'Hope I don't look like an idiot.' He though as he tugged at the article of clothing around his neck.

He walked downstairs and was greeted by his aunt May who was cooking a pot of sup over the stove. She looked up at her nephew and smiled. "Peter you look so handsome." "Thanks Aunt May, I just hope MJ thinks so." "She'll find you dashing, I'm sure. Besides she's waiting outside." "What?! Why didn't you let her in?!" His aunt smiled. "She wanted to surprise you when you walk out the door."

Peter walked past his aunt after saying his goodbye and opened the front door, walking onto the porch. What he saw made him stop in his tracks.

Mary Jane stood at the foot of the steps wearing a form fitting red dress that reached past her knees and left her shoulders bare, a black scarf covered her neck. Peter was speechless as he looked at the gorgeous girl standing at his doorstep. MJ saw his reaction and smiled. "I take it you like it, Tiger?"

It took Peter a few seconds to realize that his girlfriend was talking to him. It took him another few seconds to organize his thoughts enough to form a coherent sentence. "Uh…yeah!" MJ's smile widened as she walked up to her boyfriend, planting a kiss o his lips. "I'm glad."

…**.**

**Restaurant**

The waiter took their orders and left the young couple alone at the table. Peter and MJ were most likely the youngest people dining at the fancy establishment. The two sat at a small circular table on the patio balcony, overlooking the bay. Several candles were placed on the table, adding to the romantic feel.

"You made that type of pun in the middle of a fight?" MJ said while laughing. "Hey I was low on material okay…give me a break." Peter said as his girlfriend continued to giggle. "Sorry, just…that was a terrible joke!" "I know. It was one of the moments when the words come out of your mouth without you knowing it until its said." "Yeah I've had those moments." MJ said.

Peter smiled at this before speaking. "So other than school and crime work what have you been up to?" "Acting classes, mostly. My parents got me into when I still lived in LA. Its fun y'know, pretending to be someone else." "I can relate to that." Peter said. "What do you mean?"

"Take me and Spiderman." "But…you're the same person." "Yeah, but tell me the truth, do I act the same?" MJ hesitated before answering. "Well no." "I'm more confident and brutal as Spiderman. Sure I act out as Peter Parker every now and then and vice-versa, but I'm still me when I'm me." "That bothers you doesn't it?" "It makes me anxious a bit. I mean, I do the hero stuff but…I'm brutal. It sometimes scares me that I had all that in me." MJ gave him a sympathetic look before smiling. "But your still you deep on the inside. Your Peter Parker on the inside of that costume. And vice-versa while in costume. Other wise you wouldn't be the hero you are."

Peter smiled at that comment. "Maybe you should change your career to a superhero psychiatrist." "I could make a fortune." MJ said, jokingly considering the deal.

Before either could continue their conversation an explosion rocked the area, ripping through the doors to the balcony. Peter flipped over the table before scooping MJ into his arms and flipping over the incoming debris. He landed on his feet, girlfriend in arms, with a pissed-off look on his face. "I spent all that time cleaning up the streets so I'd be free for quality time with my girl…and some asshole interrupts!" MJ gently patted his cheek. "That's sweet, Tiger. But go play." "Alright, remind me to make this up to you in mass." "I think I can come up with something."

While the smoke settled, Peter was changing into his Spiderman costume. He leapt onto the roof of the building after seeing MJ off to safety. 'I am so gonna beat the ever-loving shit out of this fucker!' Spiderman yelled in his head.

As the smoke cleared several figures emerged from the smoke. A volley of energy blades soared through the air. Spiderman leapt out of the path of the attack before landing on the ground. 'Spider-sense didn't warn me! The hell is going on?!'

Several explosive flew through the air. They detonated in a flash of fire and heat when they hit the ground. A flying green figure swooped through the air, unleashing more blades at the nimble wall-crawler. Spiderman dodged the attack before slamming to the ground, wheeling around, he fired off a stream of webbing to slow the assailant.

Spiderman finally got a good look at his enemy. "Vulture?!" He exclaimed in surprise as the man was suppose to be in prison. 'There's been no breakout! What the hell?!' Peter dodged another volley of blades as the winged villain soared through the air. Several shot of webbing flew through the air, each one dodged by the aviator. "Dammit!" Spiderman exclaimed as he jumped higher into the air. The buildings around him weren't tall enough to provide enough of an advantage against his enemy.

'And he's staying close to the restaurant! This doesn't make sense!' Before he could think further another explosion blew apart the balcony. "What now?!" a large mechanical being walked out of the destroyed area, his silver hide barely scathed by the explosion. The Rhino roared in anger as he saw the man responsible for his near fatal injuries. "Rhino too?!" Spiderman exclaimed as he landed on the side of a building. The Vulture cackled madly in the air, but it sounded off.

"What is going on?" Spiderman muttered as he assessed his situation. "Revenge, Peter." Four metallic tentacles ripped through the wall Spiderman sat on, coiling around him before slamming him into the brick walls. Doc OC emerged from the whole, green coat billowing in the wind. "We've come for that simple reason, boy." Spiderman was thrown towards the demolished rooftop of the restaurant where he crashed into a pile of wreckage.

The hero slowly dragged himself out of the pile of bricks and metal, only to be kicked by the Rhino. The mechanized menace sent the wall-crawler hurtling into another wall. The structure collapsed under the impact of the young teen, burying him underneath a pile of stone.

Peter jolted awake in his bed, covered in a cold sweat. "The fuck?!" He exclaimed as he looked around his room. It was the middle of the night and he was in his bedroom, costume strewn across the floor. "What am I doing at my house? Wasn't I on a date? And then I…" Peter recalled the brutal surprise attack made by three of his villains and leapt out of bed.

'This doesn't make sense! I was at a restaurant with MJ! Why am I here?' "Peter?" The brown haired youth spun around to see MJ standing in the shadows of his room's corner, a metal object resting in her left hand. In took Peter a moment to realize she was dressed exactly like Elektra, sais included. "What's wrong? Not happy to see me?" "MJ? What's going on? Why are you dressed like that?!"

His oddly dressed girlfriend walked closer to him, blades still drawn. "Have to protect myself somehow…after all being around Spiderman is just bad news." "What?" Peter asked in disbelief. "Face it Tiger…you get everyone you love killed." "That's not true!" "Then what about me?"

Peter's blood ran cold as he heard a new voice emerge from the shadows. Out from the darkness stepped Gwen Stacy. "G-Gwen?" Peter asked, shock displayed on his horrified face. "Miss me buddy?" "How?" "You killed me Peter." "No…nononono…" he muttered as he stepped back.

MJ delivered a solid kick to the teen's back, sending him flying onto his bed. Peter crashed onto his mattress where he tried to get up only for Gwen to flip him over so he was lying face up. Mary Jane straddled his waist while stabbing her sais through Peter's wrists, pinning them to his bed-frame. "Gaaah!" The teen screamed in pain as blood ran down his forearms.

"That monster killed me Peter…" Gwen continued as she leaned over the helpless teen. "It came from your blood. You killed me." "NO! I tried to save you Gwen! I tried!" "But you failed. I died. All because I knew you. All because I was friends with Spiderman." Peter's face displayed only guilt and pain, both physical and emotional. As much as he wanted to deny it, she was right.

"Spiderman killed me." "You ruined lives Peter." MJ said as she twisted the sais imbedded in Peter's hands. "Urgh!" The boy grunted as he tried to break free of the blades. He couldn't understand what was happening. He should have been able to pull his hands free of the blades, he should be able to feel his powers, he should've been out on his date. "This can't be happening…" the boy muttered as his girlfriend twisted the blades again. "Believe it Tiger." MJ said blowing into his ear.

"How could you Peter?" A new voice spoke out. Peter turned towards the new arrival and saw a mortified aunt May. "Aunt May?" Peter hoarsely croaked out as he saw her holding his costume. "After all I've done for you…you would betray me like this?" "No…May, please I can ex—" "You broke my heart Peter!" The older woman screamed. "Spiderman just ripped out my heart!"

The costume began to shift in May's hands, its mechanical arms extending onto the ground. They lifted the empty costume into the air until it stood taller than May herself. "Wha-?" Peter questioned as he saw his costume's right arm inflate like and actual arm was inside. To the boy's horror the claws on the hand also extended. "NOOO!" He screamed in protest as the empty suit pierced May's heart, ripping it from her chest. Blood splattered against the walls and the bed, including Peter himself.

May's body hit the floor hard, creating a resounding thud. "No…" Peter muttered as he stared at the lifeless body, tears welling in his eyes. "Aunt May…why…?" "Because she knew you Peter." MJ said while Gwen sat at the edge of the bed. "Her blood is on your hands. You lied to her. Betrayed her trust with your own selfish desire to be a hero. "That isn't true!" Peter Protested. "But it is." Flash said as he stepped into the dark room. "Flash?" Peter questioned, praying to whatever god was listening that his friend was here to help him.

The young jock had a dark air around him. It radiated death and anger. "Flash…what is happening to you?" Peter muttered through the pain as black tendrils began to crawl along the taller boy's shoulder. "You should know Pete. You did this to _ME!" _A full swarm of black tendrils encircled the teen, transforming him into a hulking monstrosity.

Venom stood over the bed, fangs barred, drool descending from his mouth. "_You poisoned me Peter!" _"I tried to help you…" Peter said in a barely audible whisper. "_Noooo…you tried to help yourself…to alleviate the guilt…but it's all where it belongs. On your shoulders in HEEEELLLL!" _Venom roared as he lunged forward smashing the teen through the bed and into the floor below.

Peter crashed onto the living room floor. "Ugh.." He groaned as he picked himself off the ground. "Get up Peter. You need to pay." Peter looked up to see Gwen standing in front of him. A look of disappointment plastered over her face. "Gwen…why are you…?" "You need to suffer like I did. Feel my pain…asssss…I…diiiieeddd…" the gril began to whisper as her body started to whither and decay. "Gwen!"

Peter rushed forward to catch the falling corpse, only for it to turn to dust in his arms. "Gwen…no…" he muttered as he gazed at the former corpse. "How disappointing." Peter's blood ran cold as he slowly looked up to see the saddened look of his beloved Uncle.

"Uncle Ben? Oh god...Please…not this…" Peter began to beg as his uncle stepped closer. He bent down to look at the dust like an inspector. "You killed her Peter. You killed me too." "What?" Peter said as tears bean to flow from his eyes.

"I went out looking for you that night. If you hadn't run off, that man never would've broken into our house. He would never have shot me. And it's all your fault." "No…anything but this…" the teen begged. "You killed me boy. You've brought nothing but misery to this city and to the lives of everyone that know you."

A large shadow cast itself over the room, drawing the tormented teens attention to it. What he saw made him want to puke in both rage and misery. In front of the teen stood the hulking forms of both the Green Goblin and the Hobgoblin. "Miss us boy?" The Green Goblin taunted. "Because we been waiting for this moment since you ruined our lives!" The Hobgoblin roared as their bodies lit on fire, the flames dancing around their bodies like rushing water. "Enjoy your time here Peter Parker…" Uncle Ben said menacingly. "Because your in **HELL!**"

…

**Unknown Location**

The room was dimly lit with candles and a low hanging chandelier. Two men stood over the crumpled form of a young man, concern lacing their voices as they spoke. "Master, are you alright?" A bald Chinese man asked as he helped the other man up. He glanced down at the remaining figure unconscious on the floor. "I'm fine Wong. Just a little taken aback. I didn't expect such a demon to attack me during my astral projection. It was a careless mistake." The second man said. He was an older man with black, greying, hair. He had a thin beard with a similar color and dark grey eyes. He wore a long black trench coat with red patterns detailing the insides and the bottom edges. He wore black trousers and a golden necklace around his neck.

"It was quick thinking of you to trap the demon inside your body. I would've been able to extract it into the orb, however…" "Our young friend here interfered." The older man finished.

**…**

**Back With Peter**

The young teenager dodged another volley of fireballs that smashed into the walls of his house, reducing the wooden structure to ash. "This can't be happening!" Peter screamed as he rushed past the monstrous goblins. He ran through the halls of his home, but realized it was far bigger than it was previously. 'The fuck is going on?!' Peter screamed in his head as he barreled through a door, slamming it shut behind him.

He leaned against the wooden structure, panting and gasping for air. "Okay Parker think! What's happening?" "What indeed." Peter looked up to see Nick Fury sitting comfortably in a lounge chair, calmly looking over the super-teen. "Try to figure this out kid." "Fury? What are you doing in my house?!" "You sure it's your house?"

Peter stepped away from the door and began pacing the room, Fury eye watching him the entire time. "Okay…I left school to go patrol the city and clean up the streets before my date…then...I went home and got ready, then me and MJ went to the restaurant where the Vulture attacked and then the Rhino and then Doc Oc and….and I ended up here. How did I end up here?!" Peter screamed as he slammed his fists into the wall. Fury remained silent, but had a thin smile gracing his lips.

"How did I get here? How did I…? How did I get home?" He said suddenly stopping his pacing in mid-stride. "What way did I take home? What way did me and MJ get to the restaurant?!" Peter immediately began to panic as he began to notice the massive gaps in memory. "I was on patrol…I-I broke up a mugging…and a-a car chase, yeah! And then I swung by and older part of town! A creepy old house…I saw a light and…" Peter suddenly remembered what had happened.

He had been web-swinging back to his house but stopped to investigate a purple light from an older building. He had looked through a window and had seen a bald man approaching an unconscious fellow with an ominous orb. He had then broken into the house and disarmed the man. He had also touched the glowing sphere and then…"Nothing…I don't remember anything after that so I couldn't have gone on that date or fought those villains!" Peter whirled around and looked down at Fury.

"I never left that house did I? I'm still there!" Fury began to clap his hands together slowly, almost sarcastically. "Bravo kid. You're not as stupid as I thought you were. But I gotta say… you're having one hell of a nightmare!"

Peter backed away in horror as he saw Fury's face mutate into a pale, scaly goblin like face with sharp needle-like teeth with pointed ears and glowing red-eyes. "Welcome to your own personal Hell."

**…**

**Sanctum Sanctorum**

Doctor Stephen Strange flipped through the pages of another book as he desperately searched for a way to remove the demon that had inhabited the body of the young hero lying at his feet.

The unconscious form of Spiderman was slumped on the floor, unmoving. Wong walked into the room followed by a younger woman covered in red and orange fur. She wore what almost looked like a bikini. Both of them carried another stack of books witch they promptly placed on the large table in the center of the room. "Any change, master Strange?" Tigra asked earnestly. "No." Strange said with an air of frustration.

Wong walked past his master and sat down near the unconscious teen. He removed the boys mask and opened his eye. "Not good." Wong said as he looked at the boy's right eye. The scelera of the eye was beginning to be replaced by black swirls, slowly spreading towards the iris of the eye. "If we do not act soon he might become completely possessed."

"There must be something we can do!" Tigra exclaimed with concern. "There is…" Strange said while furrowing his brow. "If I astral project into his mind I can see what the demon is doing." "Master, that is extremely dangerous. It's not just a battle of the mind but of the soul. This demon is both crafty and powerful. The worst combination." "I know. But as Sorcerer Supreme, it is my duty to intervene in these affairs."

The older man put down the book and knelt down next to the fallen hero. Strange placed one hand on the amulet around his neck. The sphere at the center opened to reveal a glowing green eye with a single slit in place of the iris. "By the all-seeing eye of Agomatto I beseech thee…" tendrils of energy began to float off the sorcerer's body, weaving into the air before encircling the two men. "…pierce the vail and allow passage to the realm of mind and soul…" A blinding flash of green light burst forth from amulet, bathing the room in the eerie light. Tigra and Wong had to shield their eyes from the light, but when it finally died down, it looked like nothing had happened at all. Strange was still kneeling in front of the unconscious teen.

"What happened?" Tigra asked confused. "He is now connected to the boy's soul and mind. Hopefully he will be able to repel the invader."

**….**

**Peter's Mindscape**

Spiderman dodged another volley of fireballs launched from the deranged goblins who cackled madly. Peter had somehow changed into his Spiderman gear but was caught in a battle with everyone he had ever fought. Venom, The Vulture, Rhino, Doc Oc, Goblins, even the Jackal and his cross breeds. They all swarmed him like flies.

Peter was thrown through the walls of his home-turned-mansion, smashing into the vast library where the mutated Fury still sat. "How does it feel Parker? All that suffering…all that hate…just because you're some freak in a costume." "Shut up!" Peter roared as he struck with all four mechanical arms, stabbing the monster through his chest.

The man showed no signs of pain or discomfort. "That was your best shot?" He taunted. "Fuck you!" Spiderman screamed as he slashed at the monster with his claws. Each swing flew through the man's body, like striking mist.

"What the hell are you?" Peter muttered in disbelief. "I am the demon of Nightmares little boy. Now drown in your own fear." Spiderman panicked as swarms of black goo shot into the air, slamming down on him like a thick sludge. "V-venom!" Sure enough the black goo began to shift into the monstrous form of his nemesis, its enlarged fangs poised to tear him apart.

"**By the all-seeing eye of Agomatto…I command thee…BEGONE!" **A blinding flash of blue light ripped through the room, tearing apart the walls. The symbiote that surrounded the wall-crawler was ripped asunder by the light, freeing the hero from its hold. Spiderman fell to his knees as he looked at the floating figure who emerged from the light.

"Whoa…" Peter muttered as he saw a man in a black and red trench coat floating towards the ground. "You enter my home and attack me…and now you threaten and innocent…for these crimes you will be vanquished!" Dr. Strange roared as beam of blue light erupted from his amulet, slamming into the demon below.

Nightmare screamed in pain before tendrils of purple energy erupted from his hand, darting towards the magical savior. Strange quickly countered by throwing up a criss-crossing wall of energy. The tendrils were sliced apart by the net of energy. "Damn!" The demon snarled as the Sorcerer Supreme drew closer. "I've felt the boy's fear…let's see yours."

An ethereal mist began to seep from the monster's body, covering the area in a thick haze. Out of the fog stepped a withered old man wearing a billowing cloak. "Master?" Strange said as he saw his old teacher. "Disappointing, boy. After all I've taught you, this is all you amount to?" Strange remained silent as his master spoke. "You are not fit for my mantle!"

Stream of red energy engulfed the magic user, caging him within a sphere of red light. "NO!" Peter screamed as he saw the sorcerer imprisoned. The older man turned his gaze onto the wall-crawler. "Now to finish you off."

Before the demon could proceed with his threat, beam of green light began to break through the crimson prison. "Impossible…" Nightmare muttered as the crack in the prison increased. "That was a bad move." Strange spoke through the prison before it shattered in a flash of light. "Shouldn't have used my master against me. That only made me mad." Peter could hear the rage underlying the doctors seemingly calm voice.

Nightmare's form began to return to his normal form, a sense of dread settling inside of him. "Wait…please!" "**As the Sorcerer Supreme…guardian of this plane…bearer of the eye of Agomatto, I banish thee back to the shadows of Hell!" **The amulet that adorned the seasoned sorcerer pulsated with an unnatural light that slammed into the demon.

Nightmare clutched his stomach as light began to stream from his body. "Noaaaaaarrrghhh!" he bellowed as his body burst into flames, leaving nothing but a charred smoldering corpse.

Spiderman stood in awe at the man who floated down to his level. "Are you alright?" The man questioned. Peter only now realized he was still on the ground, gripping his sides in pain.

"Just…please…just get me out of here." "As you wish." A blinding green light enveloped the duo.

**….**

**Sanctum Sanctorum**

"Guuuuaaaa!" Peter gasped as air filled his lungs. He began to cough violently as he regained control over his spinning senses and scattered thoughts. "The Hell?!" He screamed as he tried to move, only to be restrained by Wong and Tigra. Both were surprised that the skinny hero was this strong, forcing them to use magic to restrain him.

"Let me go! Now!" Peter roared in defiance. Dr. Strange calmly approached the raging teen and attempted to calm him. "Please Mr. Parker I do not intend to harm you. But please remain calm." "Calm?! How the hell am I suppose to ca—" "Breathe in deeply." Strange said, demonstrating for him. Peter slowly but surely took his advise, taking several deep breaths to calm his erratic heart-beat. "Allow me to explain what happened." Strange began. "No…I broke in to stop that guy from using something on you and I…I…" Peter began to mutter as he pointed at Wong.

"I was attempting to heal my master when you interrupted. You believed my intention was to hurt him, but I was only attempting to remove the demon he had trapped within his body. It was foolish of you, but incredibly valiant. Jumping into save a stranger. It was very heroic." "Thanks…I guess…" Peter said while trying to maintain his breathing.

"My name is Doctor Stephen Strange." "Yeah…figured that part out.. Sorcerer Supreme." The trio looked at the young hero in surprise. "How did you…?" Tigra began. "Met a guy who said you helped him. Johnny Blaze?" Tigra's ears immediately perked up at this before she nearly jumped the hero.

"You saw Johnny? Where? When? Is he okay?!" Peter struggled to remove the cat girl from his body, but she was much stronger than she looked. "Uh…please let go!" peter said while he struggled against her grip. "Not until you tell me he's okay!" "Well he is! Last I saw!" Wong aided the young boy in removing Tigra from his body, leaving him to brush off the cat hair on his suit. "I saw him a while ago...but he seemed okay." Tigra let out a resounding sigh. 'Looks like someone has the hots for him.' Peter though as he saw the relieved look on Tigra's face.

"So he told you of me?" Strange asked. "He mentioned you and gave me a very brief summary of magic." "I see. How are you feeling now?" the doctor asked. Peter mulled this over as the nightmare replayed in his head over and over. "I…I need time to think." He said while pulling on his mask. The doctor nodded his head in understanding as he walked the young man to the door.

"Please feel free to contact me anytime you wish. Especially if this experience has shaken you." "Uh…right…" Peter muttered half heartedly as he fired off a web-line, leaping into the air and swinging away.

**…..**

**Triskelion**

Jessica Drew sat in the briefing room, arm fully healed, Felicia Hardy sat next to her with a contemplative look on her face. They both sat across from each other while they waited for the next few members to join the meeting.

"Hey, Jess…" "Hmm?" Spider-Woman looked up from her seat to gaze at her best friend who sat across from her, legs on the table. "For what it's worth…I'm sorry." "About the cloning? You were under orders, and you weren't given the full picture." "I still broke your trust." "Yeah , but you made up for by telling me when you got suspicious."

The doors to the room opened to reveal three figure. Natasha Rominoff walked into the room followed by Hawkeye and a third figure in a red and black suit. The red was outlined with a neon light-like pattern (imagine Kaine's stealth suit).

The masked figure stood near the door, not bothering to sit. Jess and Felicia quickly realized who the newcomer was. "You!" Jessica growled out through her teeth drawing the figure's attention. "What are you doing here?!" Widow grabbed Jessica by the shoulder to prevent her from moving forward. "Calm down Jessica." "But Natas—" "Director's orders." Jessica sat down reluctantly as her brother's clone just glared at the door like he wanted to bolt.

"Kaine, sit down." Hawkeye said in a tone that left no room for argument. The clone, now identified to the girls as Kaine, reluctantly sat down in the seat next to Hawkeye, indirectly placing him next to Black Cat and diagonally across from his supposed sister. Jessica glared at him during the entire briefing, although Kaine seemed to ignore it all.

After the meeting had ended the group was to report to the runway for take off. Kaine walked past the group heading straight for the runway. "He seems nice." Felicia said sarcastically. "Kid's a pain in the ass to deal with. I'm pretty sure he wouldn't think twice about stabbing us in the back. Literally, they gave him stingers."Hawkeye said. "Why? He has claws." Jessica asked curious to the new addition. "Apparently they had to remove his X-gene to keep the rest of his abilities. Apparently those stingers also carry some paralyzing venom. And don't get me started on the suit."

Hawkeye walked past the group to keep an eye on his new assignment, leaving the three women behind. "They gave babysitting to Hawkeye?" Felicia asked. Natasha nodded her head. "Yeah. They figured he'd be able to deal with the rebellious teenage type." "He's that angry?" Jessica questioned. "Apparently he totaled a hundred combat drones in two days. All set to lethal." "What?!" Felicia exclaimed in disbelief. "I thought only Captain America broke one hundred!" Jessica said, her thoughts mirroring he friends.

"Just goes to show you, anger can be a powerful tool. Watch your backs on this one. He need's to come back here."

With that said Natasha headed off to the armory to gather more gear for her mission. "So the clone is a psycho with anger issues, huh?" Felicia said as she looked towards her shorter friend. "I guess so. I'm more worried about what my brother will do when he find's this out."

**….**

**Parker Residence, Queens **

Peter sat down on the floor of his basement, still dressed in his costume. He kept replaying the dream over and over in his head. The words his family and friends had said. The deaths he had caused. It was his fault.

"Fuck it. Fuck it all." He muttered as his hair covered his eyes.

A loud knock on the basement's door drew his attention. "Peter?" MJ asked. She was standing outside the door in the same dress Peter had seen her wear previously, scarf included. "Are you okay?"

Peter leaned against the door with his back. "MJ…please just leave…I can't…I'm just not feeling well." He said barely holding back a sob as tears began to dribble down his face.

MJ stood outside the door a dejected look on her face. "But…tonight was our date…"

**Done. Hope you like what I did with this chapter. Next time I'll be pushing a meeting between Kaine and Spiderman while working on more tragic circumstances to take place in Peter's life. **


	38. Chapter 38: Thunderstruck

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners. **

**Chapter 38**

**Thunderstruck **

**One Week Later, Triskelion**

The Quinn jet landed on the runway skidding to a halt. The ship's loading doors hit the ground as a lone figured stormed out of the vehicle. Kaine removed his mask as he walked past the confused technicians.

Hawkeye descended from the ship a minute later bow in hand. He was followed shortly after by Widow, Black Cat and Spider-Woman. The latter was as furious as the teen who had first exited the vehicle. "Jessica we need to talk." Natasha called after her young ward. "First I need to kill that bastard!" "Jess wait!" Felicia called out after her friend who stormed into the base.

"Shit." Natasha muttered as she saw the young brunette run off into the base. Hawkeye walked after the teen after glancing back at Widow. He followed Jessica into the training room where he heard loud crashing noises. He slammed opened the door to see the room strewn with robotic parts. Kaine stood in the center of the area, spikes and claws unsheathed.

Jessica stormed up to him before taking a swing at him. He easily avoided the attack before delivering a brutal stomp kick to her stomach flooring her. Hawkeye quickly notched an arrow and pointed it at the enraged clone. "Kaine! Stand down!" "Fuck off Clint!" He yelled as he raised his spiked hand.

Jessica didn't hesitate before firing off a powerful venom-blast that sent the teen flying back. He slammed into the wall, leaving several crack throughout its foundation. "Graah!" He slumped to the ground before Jess leapt into the air planning to stomp kick his face. Kaine moved his head to the side, allowing the attack to strike solid rock. Kaine rolled to the side and leapt backwards onto his feet before firing off a slew of webbing from his wrists. The webbing entrapped young-woman, pinning her to the ground. "Graah!"

"You done 'sis'?" Kaine said with venom in his voice. "Grrrr!" Spider-Woman snarled as Hawkeye moved closer with his bow, arrow aimed at Kaine's head. "Back off kid. Now." Kaine retracted his stingers into his wrists before moving away from his genetic sibling. "Next time you pull a stunt like that, I'll drive my stinger through your heart!" He roared before storming out of the room, leaving the two post-humans behind. Hawkeye looked down at the pinned operative.

"The fuck was that about?" he asked, arrow still notched. "He was killing people left and right!" "It was a standard mission. Casualties were to be expected." "Not when they've surrendered! My brother wouldn't do that!" "He's not your brother. And I would stop comparing him to Spiderman. He has enough of an identity crisis as it is." Hawkeye loosened the grip on the bow, removing the arrow and placing it back in his quiver. He stepped away from the struggling teen and began to walk away. "Hey! Get me outta here!" Jessica screamed out at the Ultimate. "You got yourself into this mess. Get yourself out."

**….**

**JFK Airport, 5:00 AM**

The coated figure walked through the halls of the airport, his brief case held firmly in hand. He turned a corner and exited through the security check. His scheduled had already been delayed when an electrical storm had cancelled his initial flight, forcing him to use his private jet. He also had to prevent a widespread news report of his arrival to New York. 'Fame is such a chore.' The man thought as he walked down towards the check out line.

He waited patiently, with his hat held close over his white hair, for his luggage to arrive on the baggage ramp. He stood still while people walked by, completely unaware of the true dangers of the world. The man pitied them for their ignorance. Before the man could think further on the subject his cellphone began to ring.

The man flipped the phone open to answer it. "Hello?" he asked, although he had a feeling he knew who it was going to be. "**Hello Mr. Sims**." A thick Russian accent answered. "Hello yourself Mr. Kravinoff." "**I assume you have arrived…covertly**." "I have. I believe a meeting with this young Mr. Parker is to be arranged?" "**Unfortunately I have yet to arrive. Keep watch over him, but do not approach him, I would hate for him to mistake you as a hostile**."

"I see. The boy is not very trusting." "**Can you blame him?**" "I suppose not." The man said as he closed the phone. The man stood by the baggage claim until a black carrying case rolled down onto the revolving plates.

The man walked forward and effortlessly lifted the object with one hand, setting it down on the ground. He moved forward, his bag rolling across the stone tiles as he walked out into the rainy morning. A small limo pulled up to the curb. The doors opened to reveal a woman wearing a pair of black sunglasses and a red and black dress. "Cassandra." "Ezekiel." Madam Webb responded curtly.

The man, now known as Ezekiel, stepped into the car. Shutting the door behind him. "I assume you being here means we have a problem?" Ezekiel asked his paraplegic acquaintance. "Yes." The woman replied.

"Does it involve the boy?" "Would I be here if it didn't?" Webb responded as she folded her hands together. "I suppose not." "She is coming." Ezekiel tensed at the words. "So the wasp has come for the spider…" Ezekiel muttered, leaning back in his seat.

"She will bring ruin to all." Madam Webb said as she turned to face Ezekiel. "What would you have me do then?" "Aid the boy." Ezekiel frowned at this suggestion. "I can't fight his battles for him."

"But you could aid him. Teach him, as Kraven did." "That is not my responsibility." Ezekiel said. "If he is to survive the 'Other' then he must fight these battles on his own. He must survive to defeat the inheritor."

The limo pulled to a stop outside of a large building. Ezekiel opened his door and removed his luggage. "I will do what must be done, Cassandra. Nothing more, nothing less. Have a pleasant day." He closed the door to the car and walked away.

Madam Webb sat in her seat with a small scowl on her face. "You foolish man. You won't be able to cheat death forever."

**…**

**Midtown High**

The teacher drawled away as class went on. Peter sat at his desk while doing his best to keep himself from thinking about that nightmare. He hadn't spoken to MJ for days and was sure his friends would try and find out what was wrong with him. As the teacher continued to blather away Peter thought back on current events. Just a week ago he had been trapped in a nightmare by a demon and was only freed by the aid of the Sorcerer Supreme, Stephen Strange.

The man had told him to contact him if he felt lingering affects of the nightmare. 'I might have to pay him a visit.' Peter thought as the teacher finally stopped talking. "Your assignment is to read chapters three through four and outline the notes you take." Most of the class groaned at the assignment while Peter remained indifferent. The bell rang signaling the end of class and the end of the day. Before anyone realized it, Peter was gone from his seat.

MJ looked at the empty seat and then towards the door, a look of pure concern on her face. Flash and Mattie glanced at each other before looking back at MJ. "Did something happen between you two?" Mattie asked. "I don't know." MJ said while still starring at the door.

The young teen moved through the hallway, pushing past anyone in his way. "Parker!" Peter glanced at the person who had said his name and cringed when he saw Jessica Jones running towards him. 'Damn it!' he mentally screamed as he saw the nosy busybody approach him. By now too many people had crowded the doors leading out of the school ruining his chances of getting away. "What's the hurry?" The girl asked smugly.

Peter pushed past the annoying girl only for her to follow after him. "I'm not in the mood right now Jones." "Yeah, about everybody in class can see that. And that's coming from a senior." "Then why don't you act like a senior and leave me alone." Peter growled as he stopped in front of a large crowd, again blocking the door.

He turned around to find another exit only for Jones to follow him. "Well I could do what a senior does and avoid the freshman, but you're a sophomore so that doesn't count." "Please just go away." Peter growled as the older girl continued to tale him.

"So why are ya keeping yourself distant from your girlfriend? You cheat on her and feel guilty?" Peter's mind flashed back to his kiss with the Black Cat, although he quickly replied. "No." "Then what?" Peter stopped in his tracks and glared at the senior high-schooler.

"I'm just keeping my space. So can you leave me alone?" Peter was doing his very best to not throw the girl out of his way. "Hey I'm just trying to figure some things out." "Yeah? Well leave me out of your news reports."

Peter pushed past the girl to look for another exit. 'The last thing I need is someone ripping into my personal life.' Peter thought bitterly as he'd had it with the crowd of students. He forcibly pushed past the students who crowded the steps to talk to friends as he made his way towards the street.

He saw several school buses leaving the grounds, taking students with them. Peter waited for them to pass, praying that none of his friends could stop him. His prayers fell on deaf ears as a voice called out to him. "Peter!" the boy cringed as he heard the voice of Mattie Franklin. The young girl ran up to her friend who refused to look her in the eye.

Mattie stopped beside the young teen and looked at him. "Peter, what's going on? Are you and MJ fighting or something?" "No." Peter replied dryly. "Then why are you so distant?"

By now the buses had already passed through the street, leaving the walkway clear. Peter quickly moved into the street, crossing the threshold in seconds. Surprisingly, Mattie kept pace with him without any sign of effort.

'Weird.' Peter though as he headed towards the direction of Strange's house. "Where are you going?" "To see a doctor." "About what?" "It's personal." Peter said, keeping each one of his answers as brief as possible.

"Yeah? Well can you give me something to tell MJ so she doesn't freak out?" Peter stopped at the cross walk directly across from his destination. The old mansion looked just as it had the week before and no less creepy, despite the time of day.

"Tell her I'm just figuring something out." Mattie gave him a quizzical looked before a shocked expression crossed her face. "Oh my god…" She muttered. Peter gave her a questioning look. "Mattie? Are you okay?" "You got her pregnant didn't you?!"

If Peter had been drinking water, he would have spit it out. "What?!" "You did! That's why you're seeing a doctor! And avoiding MJ! You're considering an abortion!" "That is so not the reason!" Peter argued. "It so is! Peter you have to take responsibility for this!" "What?!" "Do not argue! That is you're responsibility so you can't just run away from it!" "I wouldn't run away from that! Especially if I 'did'! But I didn't! Me and MJ haven't done anything like that!" Peter argued fiercely.

Mattie paused for a moment. "So you didn't get her pregnant?" "NO! We haven't even had sex!" Mattie gave him a thoughtful look before responding. "You mean not yet." Mattie said with a Cheshire grin on her face. "What?!" Peter exclaimed with a massive blush painting his face. "Hahahaha!" Mattie burst out giggling. "Sorry, I couldn't resist that last part!" Peter sighed. "That's it. I am not leaving you alone with Norah ever again." "You make her sound like such a bad influence." "She is." Mattie laughed at this only to stop a few seconds later.

"Peter, what's happening to you?" "Mattie…tell MJ I'll be fine. I just…I need to sort something out. Can you please tell her that?" Mattie reluctantly nodded her head as she watched Peter cross the street.

Peter stopped once he reached the other side and waved goodbye to Mattie as she walked back towards the school. Peter turned back to the mansion and walked up to its front gates. He pushed the decrepit metal structure, and watched as it swung back in, towards the buildings large wooden doors. 'How the hell is this suppose to keep things out?' Peter thought, not noticing the faint green glow that danced across the gate.

The boy walked up to the front doors and raised his hand to knock. The wooden wall broke inwards, showing only a wide dark corridor. 'Not at all spooky.' The boy thought as he cautiously stepped into the room. The doors closed behind him, leaving the boy in darkness.

Throughout the entire ordeal Mattie had watched her friend enter the creepy house, curiosity marred over her face. 'Peter…what are your hiding?' She thought as she peered around a corner. Mattie decided she had spied on her friend enough for one day and moved to leave only to hear cries of distress near the alley.

Mattie slowly approached the corner of the alley and peered inside to see an older man surrounded by an unscrupulous group of men.

"Please! Don't hurt me!" "Your payments overdue. You know the Kangaroo don't take kindly to tardy payments." The men in suits pulled out a plastic bag and a thin metal cord. All of them wore black leather gloves. "We'll send our condolences to the family." The man said as he stepped forward.

Before the well-dressed thugs could proceed with their nefarious goal, a lithe figure leapt into the fray, sending one man back with a powerful kick. Another man attempted to lash out against the interloper but was sent flying back by a long, bony, spider leg. Three more joined the fight, whacking and pinning the thugs to a wall.

In the span of two minutes all four men had been knocked unconscious. The victim looked towards the blue-hooded figure with a look of shock. Whoever was under the hood didn't bother sticking around as they jumped into the air and stuck to the alley-wall. They rapidly scaled the building before disappearing onto the rooftops.

Mattie leapt over multiple rooftops to distance herself from the scene of the crime. She finally stopped running after about five minutes and ten blocks. She sat down on the roof, panting lightly as she removed her hood. "I can't believe I just did that!" She muttered.

She had never used her powers for heroics. 'Maybe I could be like Spiderman!' She thought briefly before flinging the idea from her mind. 'No! I'm not getting involved in this stuff! Getting my powers was an accident in the first place! Just to get back at dad.' Mattie tried to get her breathing under control. "I need to get home…" She muttered. As she stood up she felt a breeze on her back. "Oh man…" She grumbled as she realized her spider legs had ripped four wholes in the back of her hoodie.

"I liked this one too…" The teenage girl whimpered as she moped over the loss of her garment.

**Sanctum Sanctorum**

Peter Parker waked into the dark hallway of the magic user's house moving past several creepy and demonic statues. 'This is some creepy shit.' Peter continued walking down the hall until a bright light surrounded him. When he opened his eyes he realized that he was inside a glowing green pentagram.

"This is not suspicious at all." Peter said feeling exasperated. He reached out with his hand to touch the shimmering field of green energy. "I wouldn't if I were you." Peter turned his head around to see Tigra leaning against a staircase banister.

"Is this how you welcome guests?" "No, usually they're put in worse traps. Nothing personal but for all we know you could have been possessed by another demon." Peter narrowed his eyes before sighing. "Look am I gonna be trapped in here during my little check up or is there a way out?" "Drink from the cup in the front of the circle."

Peter looked down at the floor and truth be told, there was a clay cup at the circles edge. Peter picked up the goblet and looked inside to see a black sludge like goo inside of it. "Please tell me I don't have to…" "Drink it? Unfortunately yes. Do it in one big swoop." Peter sighed and grasped his nose to prevent the pungent smell from penetrating his nostrils.

He swallowed the black sludge in one gulp. "Did it. You ha—gurk-gak!" Peter exclaimed as his entire trachea felt like it was on fire, like acid was being poured down his throat. The boy fell to his knees grasping his throat with his hand, trying to force whatever he had just ingested out of his body.

The glowing pentagram faded and Tigra casually walked next to the teen, kneeling down and patting him on the back. "That's it, puke it out." Peter finally did as she suggested and vomited up the contents of the cup. "W-what the fuck was that?!" The boy exclaimed as he felt his lungs recover from the intense pain. "Proof that you aren't possessed. If you were, you would've downed it like a champ." "So you make people puke out their lunches?! The hell is wrong with you people?!"

"It's just a precaution Mr. Parker. Nothing personal." Peter and Tigra turned to face the Sorcerer Supreme himself as he walked into the room. "I see there is no lasting possession over your soul. That is a very rare case, especially considering how powerful the demon was." Strange said as he offered a hand to Peter.

The troubled teen lifted himself up without the aid of the magical doctor. "I need to ask you some things." Peter said. "And that is?" Peter glanced at the other occupant of the room, i.e. Tigra. "What?" the cat girl asked. "Tigra if you could leave us for a moment." The cat girl looked reluctant at first but obeyed, walking out of the room and closing the door.

"I believe this fills your requirement." "I guess." Peter said hesitantly. "Is this about the demon's illusions?" Peter nodded his head before asking his own personal question. "Were they actually…illusions?" Strange looked at the boy, deducing his actual question.

"Those were the manifestations of your greatest fears and worst worries. They were all fake." Peter remained silent for a while, contemplating the doctors words. "What you saw that night was nothing more than a psychological trauma meant to break your spirit. It would've made possession of your body much easier." "Really?" Peter asked with fake interest.

"Sarcasm is not lost upon me. I understand that you are shaken by what you saw, but you can't let it stop you." "You think I don't know that? You think I don't realize that I can't stop?" Peter said his anger rising as well as his voice. Doctor Strange looked down at the younger boy before sighing. "Peter, I realize what you must be going through…" "Do you?" Peter snapped. "You know what its like to lose someone you love when you could've done something?! You know what its like to fear for the people you love everyday of your life?!" "Yes." Strange said without a hint of hesitation, stunning Peter.

"My sister had a brain tumor. That's why I studied to be a doctor. I was her surgeon the night she died. On my table." Peter looked at the man in shock, unable to formulate a response. "I retreated into myself. Pushing away my friends, my peers, everyone. I became a bitter and selfish doctor, and in the end I lost my hands in an accident. My desperation led me to Tibet where I was found by my master, the Ancient One. He taught me the mystic arts and gave me a new purpose of helping people before he too was taken from me. Believe me, I know what its like to lose everything."

Peter looked at the mystical man in shock. "I didn't…" Know? How could you? My life is mine. Yours is yours. I do not know all your woes, and you do not know mine. But you cannot let a single event like a nightmare stop you from caring." "That is not my issue!" Peter protested. "I'm keeping my distance because I care!" "But will they see it that way? Believe me, it will only make things worse."

Peter looked down at the ground. "The night is darkest just before the dawn. But do not despair in this little rut. You have to overcome it." Peter remained silent for another minute. "I had to tell Johnny the same thing." "You helped him though, right?" "I did what I could." The man said as he walked down the hallway, motioning Peter to follow.

"He was a troubled man. Losing his lover, and his soul, a slave to the demon chained to his existence." "He said the spirit of vengeance could use holy fire, but isn't that like…the complete opposite of hell?" "The spirit of vengeance was formerly a spirit of justice. But tricked into hell where it was driven insane. Once a ghost rider reclaims dominance over their soul, the spirit may take on its original form." "So Johnny isn't bound to hell anymore, right?"

The duo entered a large library filled with what looked like thousands of books. "What, did you rob the library of congress?" "Oh I have little use for the books they carry. Here lies the vast knowledge of every recorded magical spell and item in the fabric of existence." The archaic and gothic design definitely left that kind of impression. 'Whoa…' Peter thought as he walked towards one of the shelves.

All the names were in strange or archaic languages languages, the only words Peter could make out were the ancient Latin ones. "So these have magic spells in them?" "Yes. But I wouldn't touch one of those." Peter immediately pulled back his hand from the tome he was about to grab. "Are they cursed?" "Some are. I don't want you getting killed by my magical barriers though." Strange picked a thin manuscript from a shelf and casually flipped through it. "So do you know if Johnny is okay? I mean…I know I told Tigra he was…but that was months ago." "I'm sure Mr. Blaze is fine. If he wasn't we wouldn't be having this conversation. But enough about Blaze." "I still gotta a question. How long has your cat-girl assistant had the hots for him?"

Strange chuckled lightly, a surprising scene for someone who oozed restraint and pure seriousness. "Indeed Tigra has a strong attraction to Johnny Blaze, feelings he refuse to act upon out of fear." "The whole Ghost Rider thing screws up relationships, huh?"" It is not a position to take lightly. Neither is yours." Peter looked down at the ground. "Yeah. Look…thanks for the help and all, but I gotta get going." The older man nodded his head before leading Peter out of the room.

They entered the dark hallway and approached the large wooden door leading to the outside. Strange waved his hand over the door's crest and allowed the structure to swing inward, allowing light to stream into the dark home. Peter walked past the Sorcerer Supreme and stepped out onto the walkway. "If you need anything else, don't hesitate to ask." Strange said as Peter approached the front gates. "Alright, same goes for you, man." Peter pulled the gates open and walked onto the street, shutting the gates behind him.

**…**

**Triskelion, Prison Quarters**

Kaine sat on his bed, mask off, contemplating everything in rage. So what if he had killed those scientists? Half of them hadn't even deserved the right to live. He kept trying to rationalize or justify his anger, but it always came back to one source, Peter Parker. He had been the cause of his birth. And now he was the source of his anger. "I'll kill him." Kaine growled as his thoughts drifted to his genetic donor.

"Why?!" He screamed slamming his fist into his room's mirror, shattering the glass. He kept his fist where it was, bleeding on the wall. "That's all I am! A fucking imitation!" He screamed to no one but himself. A loud banging noise emanated from outside his cell as several lock came undone.

The door screeched open as Nick Fury strode into the small room. "You just keep causing me grief kid." He said while leaning against the doorframe. "Get out Nick." Kaine said, not bothering to look at the man who had orchestrated his creation. "Since when did you start giving orders?" "Since right fucking now! Get out!" Kaines screamed at the director of SHIELD, who to his credit wasn't fazed in the least. "Can't do that son. Now what's this I hear about you trying to kill your sister?" "She's not my sister!" Kaine screamed as his spikes jutted forth from his wrists, splattering blood all over the floor.

"Y'know the janitors are terrified of coming in here right?" "I don't give a fuck! If it's anyone's fault it's the bastard who won't get out of my fucking room!" Fury smirked at this. "So it seems. Listen… Kaine…" "What?!" the clone snarled as he kept his stingers unsheathed. "I know you didn't ask to be made b—" "You're damn I right I didn't ask for it!" Kaine screamed.

Fury remained still as the clone stepped towards him. "I never asked to be made! I never wanted to feel this much hate! You made me into this Fury! So tell me…you think it was a good idea?!" Fury stood silently. "I think you do more good if you stopped killing everything that looks at you." Kaine snarled before turning his back on the man. "Good talk kid." Fury muttered as he left the room, allowing the metallic door to slam shut.

**…..**

**Warehouse**

Peter walked into his warehouse, looking around for any sign of his girlfriend. When he found no evidence that Mary Jane had been there. Peter sighed in defeat. "I was really hoping she would be here." He needed to explain his actions and fix his own insecurity.

He decided to head down to his lab and repair part of his damaged costume. He walked down the steps to enter his lab. He punched in the command code on his lock and pulled the door open to enter his lab. He moved past the desk filled with the chemicals for his web-fluid and moved towards the spare materials for repairing his suit. He quickly began to sow up the damaged garment. 'I really need to apologize to her.' Peter thought as he continued his work.

About an hour passed before he finished, and after restocking his equipment he pulled his suit on before covering it with his normal clothes. He moved from his workbench and headed towards the stairs that lead to the main floor. He proceeded up the steps but still found no sign of his girlfriend. "Just great." he said, pulling out his cell phone and dialed MJ's number.

The phone rang for a few minutes before her voicemail picked up. Peter sighed and closed his phone. Disconnecting the call. "Goddammit." He muttered as he lifted himself off the couch and walked around the room. "This is bad." Peter grumbled as he paced the room. "She won't even answer my calls."

Peter stopped pacing and decided to clear his head. He walked towards the door to the warehouse, but was surprised when it slid open. Peter stood back as he gazed at the beautiful face of his angry girlfriend.

"Mary Jane, listen I need to t—" "No you listen Peter!" The redhead yelled. "You are not weaseling out of this one Mr. Parker! Me and you are talking! Right now!" "I couldn't agree more!" "You can't jus-," MJ paused in her rant after hearing her boyfriend agree. "You do?" She asked honestly. "Yes. We need to talk."

"Okay?" MJ asked, now a little fearful of the impending conversation. "Listen…" Peter began trying to find the best way to speak his mind. "I needed to think things over. So much has happened. Between Harry and his dad, Flash recovering and what's happened lately…I was just….I don't know, caught up in my owl little world." Mary Jane listened carefully to her boyfriend's words. "I shut you out and that was wrong. But I just didn't know…" MJ raised her hand to stop her boyfriend's apology.

"Peter, I get it." She said while a small smile formed over her gorgeous face. "Apology accepted." Peter smiled in joy at his girlfriend's understanding. "You rock." He said as Peter embraced MJ in a hug. MJ returned the hug before looking up at her boyfriend. "So…you gonna tell me what been bugging you?" She asked earnestly. Peter smiled slightly as he looked down at the redhead. "Yeah it might take a little bit."

MJ leaned in closer before whispering into her boyfriend's ear. "I'm all yours." Peter smiled again before leaning in and kissing MJ on the lips. The girl returned the gesture, wrapping her arms around Peter's neck as she deepened the kiss. The two stumbled back and landed on the couch with MJ straddling Peter's waist. Peter rested his hands on the girl's back pulling her in closer.

After what seemed like forever, the couple finally broke the kiss as they regained their breath. "So…what is it?" MJ asked between breaths. "The night of our date…I swung by a creepy old house and tried to stop what I thought was an attack." "But?" MJ inquired. "I ended up being attacked by a literal demon. Long explanation, not now." He said to stop any further questions. "It showed me my greatest fear…everyone I love…dying. All because of me."

MJ could say nothing as she stared at her boyfriend's troubled expression. "I saw everyone just…dying…just because they knew me." "You wouldn't let that happen." MJ said defiantly. "It happened to Gwen." "Peter! Do not blame yourself for that! You did what you could and Gwen died saving your life! Just like you would do for her! That was what you feared right? That's all it was. Just fear." Peter looked up at his girlfriend. "I know. I talked to the guy who got me out of that nightmare. He said it was all in my head. Not real." "Good." MJ said smiling as she pressed herself up against Peter's chest.

The teen could feel his girlfriends breasts pushing up against him and he blushed at her forwardness. MJ saw the red tint on his cheeks and giggled at his cute reaction. "You are so timid." She said playfully as she locked her lips on Peter's again. The boy eagerly kissed back, soon taking control of the kiss and pushing his girlfriend onto her back. MJ didn't resist as her boyfriend deepened the kiss, with her running her hands through his hair, pulling him in closer.

They made out for several more minutes before they finally broke the embrace. Both teens panted from the lack of air but each held a grin on their faces.

"Feel better?" MJ nearly purred. "Yeah…" Peter said with a smile. "Any plans for tonight?" Peter asked. "Nope. You?" "Not a one!" MJ smiled at this response before moving back down on her boyfriend to continue their make-out session.

**…..**

**Power** **Plant**

"I'm telling you Jackie! The grid just went haywire!" One electrician exclaimed as he and another walked out into the generator field. The electric grid developed by Oscorp (**Identical to the one in Amazing Spiderman 2**) pulsated with electric energy, emitting a faint purple and blue glow from the flashing lights.

"I know. I was in the control room when it happened. It was off the charts! Where was it? Section G?" "Yeah! It was massive! Like a freaking lightning bolt ripped it apart!" "Just show me where it is.

The two men arrived at the designated section of the plant and found a massive crater filled with burning and smoking metal. "Is that the generator?!" Jackie exclaimed. "Exactly my reaction when I found it! It juts blew up!" "How?! This thing was supposed to be the most powerful generator in the world! How did an overload actually happen!" "I don't know Jackie! One minute everything is fine! The next kablam! The entire complex lights up like the fourth of July!" "We need to get the manager on the line! Pronto!"

The two men moved to enact their self-given order when the towers around them began to spark and surge with energy. "What's happening?!" Jackie exclaimed as electricity arced through the air wrapping around the crater. The energy began to circulate around and inside the crater.

The electricity coursed through the air as a very human-like shape began to form. "What the hell…?" the electrician muttered as a being of pure lightning emerged from the crater. Energy arced off the being as it descended onto the ground.

"What…?" Jackie began before a bolt of lightning ripped through his body, searing it to his bones.

The remaining electrician stared on in horror before the electrical being turned its attention towards him. The man was frozen in shock as he stared straight into the eyes of the ethereal elemental.

The being raised its hand before a bolt of lightning slammed into the man vaporizing most of the man's chest. The smoking husk slammed to the ground leaving only the elemental.

"More…" it muttered as its walked through the complex, arcs of electricity whipping around the room as the generators began to die out.

…

**Time Square, 7:00 PM**

Peter and MJ walked down the streets on Time Square moving past the bustling streets. They saw several people posing with costumed figures as the massive billboards displayed the latest products.

"You're aunt was cool with this right?" Peter said as he and his girlfriend walked down the street. "I said we were heading to the library." "She bought that?" "She hasn't really met the new you yet." Peter had to admit that was true. He really didn't like being around Anna Watson despite how much he loved MJ.

"That's probably for the best." "Probably." MJ said while smiling. She grabbed Peter's arm and hugged as she and Peter continued down the street. As they walked neither noticed the flickering lights that were emanating from the traffic lights and street lamps.

"Hey Peter?" "Yeah MJ?" "Is Wilson Fisk really the Kingpin? I men I know what the Bugle said but you were there that night." "Believe me I was a little stunned at first too. Big wealthy philanthropist turns out to be a powerful crime lord. Weird huh?"

"Yeah." MJ said still deep in thought. The teenage couple walked past a group of people taking photos with their phones. "Hey what gives?" one complained as he began to tap his smartphone. Peter turned towards the group as they began to repeatedly tap their mobiles.

"Hey! I had like four bars and now I got nothin'!" "Me too!" Peter looked at MJ who took out her own phone and saw it displaying a static-like version of the main screen. "What the?" She muttered before Peter took the device. "Cell signal is even messed up." He muttered.

"Maybe a tower shut down." "Yeah…but that wouldn't explain everyone's staticy screens." Peter said as he looked around. Now that his attention was on the situation, Peter realized several of the digital sings throughout the block were beginning to flicker as their images became distorted.

"What is up?" Peter muttered as he looked around. "Peter?" "Hmm?" He said while turning to face his girlfriend who was looking up. Peter followed her gaze until it landed in front of a large screen.

Enlarged screen began to die as electricity took form outside of it. The crowd stood in awe as a human shape began to form from the electric energy. The figure slowly descended to the ground where it hovered. The being floated over the awe-struck crowd and drifted over to the center of Time Square. As it lowered itself people rushed to take photos and video but as soon as they drew their cameras and mobiles small streak of electricity flashed through the air, merging into the elemental being.

"What the hell is that?" Peter muttered as he stepped in front of MJ. The being dropped onto the ground, or more accurately, onto the metal grates that connected to a mass of electrical wires. The being slammed its fist down into the grate, burning through the metal hull to grasp the cables.

Energy surged through the street, causing all the signs to flicker on and off rapidly before they finally blew, showering the area in shards of glass.

Peter thought fast and whirled around to grab MJ, holding her beneath him as the glass fell. The pieces of debris fell hard, but it felt only like a swarm of bees (granted they still stung). MJ looked up at her boyfriend in shock and concern. "Peter!" "Just a few scratches." He said as he picked his girlfriend up from the ground. "We both know I've been through worse." MJ nodded her reluctantly while they both turned to look at the being who had caused the boy's injuries.

The being had begun to resemble a far more solid electric-human form. His skin glowed a bright blue as his vein pulsed with energy. His body emitted arcs of lightning that flew through the air, striking metal poles and cars with no regard.

"That's more like it…"The being mumbled as his body became stable. Peter looked closer at the man and realized he was familiar. He remembered the brief battle in the Roxxon's laboratory where the creature had first been created. "Electro…?" He muttered.

The creature whirled around and glared at Peter. "What did you call me?!" Peter realized that the creature had heard him as he backed up, gently pushing MJ back and out of the approaching danger.

The being known as Electro stepped forward menacingly as electricity sparked in his hands. "How do you know that name?" he said in a whisper as he stepped closer to the post-human teen. "I…" Peter began before the sound of sirens made itself known.

Electro whirled around to see police car approaching as several street officers moved into the area. They raised their weapons and pointed them at the electrical menace.

"Hands in the air! Now!" one officer ordered. Electro tilted his head as e looked at the policemen. An irritated look took hold on his face. "I wouldn't do that if I was you." He muttered as he took a step closer.

"Don't! Move!" The officer screamed as he gripped his gun tighter, his fellow cops did the same. Electro wasn't deterred as he took another step forward. "Open fire!" the officer ordered as his men pulled their triggers.

Bullets flew through the air, aimed straight for Electro. The being threw is hand up in defense and in doing so released a field of electricity that vaporized the bullets in midair shocking all who were present.

"Oh shit…!" Peter muttered as he stood protectively in front of MJ who bore an equally horrified expression. Electro looked at the officers in shock. A sinister grin spread across the man's face as he moved his hands together, creating a small sphere of electricity.

"My turn." He said.

**Hope you like the intro of Electro into my story! I'll try to create a meeting between Kaine and Spiderman and maybe have a bit of a fight between them. **


	39. Chapter 39: Lightning Strikes Twice

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners. **

**I imagine my electro as the Jamie Foxx version but with no obsession of Spiderman but still being smart enough to work the electrical grid and effectively use his powers, although they do make him unstable.**

**Also, this chapter has my first attempt at a lemon so constructive criticism is welcome. **

**Chapter 39**

**Lightning Strikes Twice**

**Sorry This took so long. I was working on my Ultimates 2 and X-Men stories. Also first Ultimate Story is done, please give it a look!**

**Time Square**

The small sphere of electricity grew larger in Electro's hand as the police opened fire again desperately attempting to stop the attack. Electro paid no mind as the bullets harmlessly disintegrated in front of him. Electro chuckled darkly as he unleashed the bolt of lightning in his hand.

Luckily, his aim sucked. The blast soared past the cops and struck one of the empty cars, blowing it sky high. People scattered t the police continued to pelt Electro with a hail of bullets in a vain attempt to stop his rampage.

The elemental being sneered in glee as he unleashed arc, after arc of electricity into the crowded square.

Peter scooped MJ into his arms before leaping into the air. He dashed past the crowd and landed about two blocks away. Peter set own his girlfriend before turning back to Time Square where Electro was ripping apart the street with bolts of electricity.

"MJ, Run!" "You're going to fight him?" "Have to." Peter said before pulling MJ in for a kiss. His girlfriend responded in kind before breaking the kiss. "Go get 'em, Tiger." She said while smiling.

Peter smiled back before dashing behind the alley to change clothes. A moment later, Spiderman swung through the air, aiming straight for the elemental catastrophe currently ripping apart time square.

Bolts of lightning streaked through the air striking screen and streetlights alike. Electro floated through the air as police continued to fire upon the ethereal, but only succeeded in gaining its irritation.

Electro turned his attention back towards the policemen on the ground. "You bastards are really starting to piss me off!" Electro screamed as he fired off several bolts of electricity at the police.

The cops ran for cover as the bolts of energy vaporized and melted the metal cars and streetlights.

Electro began to cackle in glee as he saw his destructive powers in action. "How do you like that?!" He cackled out as more electricity coursed from his body into the streets, tearing apart the concrete structure.

Electro floated through the air as he continued to fire off bolt after bolt of electricity at anything that moved, blowing up cars and kiosks alike. "Yeah! Run you little bastards! You can't beat the lightning!" Electro hollered out into the quickly emptying streets.

"Man we really need to work on your lines!"

Electro whirled around to see a red and black hero perched on the side of a large billboard. "You!" He roared as he saw Spiderman casually waving at him. "Man have you caused some trouble here tonight, Sparky." Spiderman quipped as he glared down at the super-powered menace

"I saw you…" Electro muttered as he glared at the wall-crawling hero. "'Scuse me?" Spiderman asked in confusion. "The night we were set free…you were there…" "Yeah…I was there. I know what they did to you Max…I know what they made you." "They turned me into a freak of nature…" "They made you into a monster. But you're not stuck this way. You can be more! Just stop!" "You're right…"

Spiderman looked intently at the super-powered being, a sense of dread began to settle in the hero's stomach. "Max…don't do something you'll regret." "I could be more…I'm a force of nature…I'm unstoppable!" he roared as electricity ripped across the street.

"Now you've done something I'll regret!" Spiderman shouted out as he fired off a volley of web shots at the elemental. The shots struck home but were incinerated by the intense energies ripping across his body.

"Damn!" Spiderman exclaimed as he dodged a volley of lightning. He landed on the street below before leaping to the side and vaulting over cars and beneath street signs to avoid the barrage of fire that Electro unleashed. "That's right bug boy! Run!"

Spiderman leapt onto a metal pole before leaping forward, firing off several strands of web to launch himself into the air like a catapult. Electro saw the move and fired off a bolt of lightning. 'Hope this theory is true!' peter prayed as he formulated his own theory mere seconds before.

The Bolt of lightning struck him just as he accessed his own mutant powers. The electrical charges smashed into each other as Spiderman conducted his own bioelectricity through his body, creating a counter charge. "Graaah!" he screamed in pain as he was slammed through a parked car.

The masked vigilante pulled himself out of the metal wreckage as he turned to face a smirking Electro. 'Just as I thought…If I'm not grounded the lightning is little more than an explosive…and it looks my own powers can weaken its affect.' "Alright…" Spiderman muttered as he felt his healing factor begin to repair his burned skin.

He dashed forward firing off a strand of webbing, allowing him to leap into the air. He swung towards the electrical villain claws unsheathed. "Let's keep this airborne!" He exclaimed as he fired off several shots of impact webbing.

Electro flew through the air trying to avoid the attacks. As much as he boasted, Electro was a novice in using his powers. He only managed to dodge a few shots while the remaining shots hit home. The reinforced webbing held for a few second before it began to rapidly burn. "That's not gonna stop me!" Electro screamed as he fired off more and more bolts of electricity.

Spiderman flipped and vaulted through the air as he made his way through the city, the crazed villain trailing close behind. 'Think Parker think! Gotta be some way I can stop him! Turn this fight around!' At the current moment all Spiderman could do was dodged and pelt him with webbing. Needless to say, that wasn't going to stop him.

They neared a building still under construction as electro began to fire off another volleys of lightning bolts. The high-voltage attacks soared past Spiderman as he weaved and twisted through the air with his web-lines.

The bolts of energy arced towards the building, striking the metal beams that composed its structure. The energy arced around the metallic objects, melting and twisting their shapes into pieces of scrap.

Spiderman saw the action as an idea began to form in his head. "Alright sparkles! Lets move this indoors!"

Spiderman swung past Electro, making his way towards the incomplete building. He landed inside the fiftieth floor. He whirled around at the behest of his spider-sense and leapt to the side, avoiding another bolt of lightning.

The attack flew through the building, sporadically arcing and twisting, slamming into any piece of metal in its path. The objects struck exploded in a shower of shrapnel and sparks.

Spiderman continued to leap and bound over any object that could attract or divert the flurry of bolts ripping through the air. The arcs of electricity smashed into the crates of metal beams and unfinished fences, vaporizing the majority of its as streaks of lightning flew off them like fireworks.

"Damn it!" Peter swore as he dodged another bolt from electro who had flown into the building. "You think I don't know what you're doing boy! I worked with electricity all my life!" He hollered out as he fired off more voltage like a maniac.

The attacks coursed across the metal surface aiming straight for the nimble hero. Spiderman's sense flared to life causing him to leap into the air to avoid the current of electricity flowing through the metallic floor.

Spiderman landed on the floor just as the current shorted out. He could feel the heat from the intense energy through his costume. Most of the floor was glowing with heated metal as electro floated through the construction site. Arcs of energy whipped off his body, striking any loose metal objects near him.

"You thought being in a metal building would divert my lightning? You just entered the worst possible place! I can conduct my attacks through everything in this building!"

Spiderman leaned against a pole far out of view as he tried to catch his breath. "I'm counting on that bitch…" He muttered under his breath as he looked up at the beams of the partial building. They were bent and seared from the heat of the lightning, barely holding themselves together under the strain of the extra twenty incomplete stories.

"Just a little more…" Spiderman muttered as he peered around the steel beam to see electro firing off another bolt of lightning into the building. Peter thought fast and conducted another counter charge through his body. He could feel the two charges clash against each other. Although the volts wouldn't kill him, they hurt like a bitch.

Spiderman fell to his knees as smoke wafted off his costume, patches of skin burned. "Man do I hate this guy…" he muttered as he slumped against an incomplete I-beam.

"You're pretty stupid kid…electricity is my power…everything uses it! Even human beings. You think just because I can't see you I can't find you? I can feel the energy…the power…this city is like an all you can eat buffet! And there's more than just generators to feed off of!" He exclaimed.

Electro closed his eyes as he felt the pulse of electricity around him. He could feel the batteries of all the tools around him, the incomplete generators and appliances on the lower floors as well as the power-lines being fed into the building's foundation. He could see it all. But he could also see something else. A smaller source. Pulsating like a beacon, constantly flickering, almost like a broken light bulb.

"I see you..." he whispered before his body burst into an electric bolt. The beam arced and twisted as it made its way towards the resting hero. Spiderman leapt to the side to avoid the first blow, but couldn't stop the second one.

He felt like had just bee hit by a car as he was sent flying through a stack of crates, reducing them to splinters. "Guh! He grunted as he unsheathed his mechanical arms. They pierced several canisters of welding fluid and chucked them at Electro.

"Child's play!" The man shouted out as the metal canisters stopped right in front of his face, arcs of electricity flowing around them. "Electro-static fields can also be used create electro-magnetic fields!" Electro cackled as a sphere of lightning formed around his fist. "Now take this!" he screamed before the canisters were hurled back towards their source.

Spiderman leapt into the air, spinning a thick net of webbing to intercept the attack. When he landed, he dove to the side to avoid the streaks of lightning fired by Electro. "That's right run and dodge! That's all you can do isn't it?!" electro boasted as he flew through the building in his electrical form, arcing and darting through the building while inadvertently spewing off stream of electricity that struck anything in their path, mostly the metallic supports.

Spiderman leapt through obstacles and over random debris as he moved through the building. He leapt upwards crawling on the walls to try and gain any distance from the force of nature tailing him. 'Can't take him head on! And the best my electric attacks can do is counter charge his shots!' He scaled another beam before jumping onto the floor. He looked down the shaft her had just climbed and could see flashed of blue light.

"He's following me again!" Spiderman cursed as he moved away from the ledge. "Just a little more and I can stop him…now…how to take him down after this?"

A bolt of blue lightning ripped through the floor. A massive hole appeared in the floor as the metal floor began to collapse from the intense heat. Electro floated through the hole as he glared at the tired hero in front of him.

"Spiderman…" he sneered, coming closer. He landed on the ground and began to slowly walk closer to the injured teen. "Do you know how long they experimented on me? How many days I begged and pleaded for them to stop? But no…they just kept it up…all for the sake of their experiments!" He spat out as electricity flew off his body like bullets. Spiderman leapt to the ground to avoid the powerful bolts that shot through the air.

"Gah!" Spiderman slowly got back up as he positioned himself at the edge of the building. "But now…they're all dead! I killed them myself! And Hammer's next! After I'm done with you, no one can stop me!"

Spiderman took another step back as he stood at the brink of the edge. "Max…I know what they did…to you, to Marko…but murder is wrong! You can't go down that road!" "Already have! Call it petty! Call me a monster because I don't care! It's too late for me to turn back. And believe me…I don't intend to!" Electro thrust out his hand, firing off a blast of lightning.

Spiderman stepped back, over the ledge's threshold. Electro was shocked to see the hero plummet from the building's side. "You don't get off that easily!" He roared, as his body became living lightning, shooting down the building's metal structure.

Spiderman dove head first down to the street level. As he plummeted he saw the arcing blue form of Electro ripping down the building. "That's right asshole break it down nice and fast…" Peter taunted privately.

The lightning continued to dart down the building's supports as Spiderman approached the ground. "NOW!" Peter shouted out as he unleashed a slew of webbing to halt his dissent. The web-lines snagged the side of the building, stretching just short of their breaking point.

The lightning saw the web-slinger's actions and immediately halted his own movements. Spiderman swung into the building with Electro shooting after him, smashing and conducting himself across the metal structure to outrace his adversary.

Spiderman landed on the ground floor and sliced open the top of a gas container with his claws. He grabbed the large container and hoisted it over his shoulders before he turned to look at the newly arrived Electro.

"You thought you could outrun me?!" He roared in anger as electricity surged over his body. "Nah…this was my plan!" Spiderman exclaimed as he hurled the canister at Electro.

The villain smirked as an electro-magnetic field caught the object. "That was your plan?!" the villain began to laugh hysterically as he aimed his arm at the hero, planning to incinerate him with a blast of lightning. "Check the seal, dumbass." Peter said smugly.

Electro did as he was told and looked at the broken nozzle. "Oh shit!" Spiderman's mechanical arms shot from his back and slashed at the metal beams that surrounded him. Sparks flew and met gas igniting the flammable substance. The entire area was engulfed in fire as the explosion shook the building.

Spiderman was thrown through the air like a ragdoll, slamming painfully into a steel beam, leaving a massive dent in its structure. Peter looked up at the blazing inferno with a smug smile on his face, concealed by his mask.

"Well…I ended that with a bang." He said. A bolt of lightning quickly killed his joy as it slammed into his body, slamming him into another metal beam. "Graaah!" he screamed in pain. He slowly picked himself up from the ground as he glared at the semi-solid form of Electro.

"You thought you could stop me with an explosion?! Bad move punk!" A bolt of lightning began to surge up his arm like a miniature sword. "I'm gonna gut you like a fish!"

Spiderman backed up on his knees, sides still aching from the surprise attack. "Fuck…" He moaned as he crawled back. Before Electro could strike a massive metal beam slammed into the ground, startling both post-humans.

"Wha-?!" Electro exclaimed as Spiderman rolled to the side to avoid another set of falling debris. Electro wasn't so lucky. The metallic beams slammed against his electrical field forcing him to his knees.

Spiderman rose to his knees but saw the ground beneath them beginning to crack. "Oh shi—!" Peter exclaimed before the ground began to collapse.

The floor caved in, taking both post-humans with it.

The two men landed in the center of an underground garage linked with several generators and pipes. In the center of the room lay Spiderman and a quickly recovering Electro. Spiderman groaned in pain as he saw the Post-human rise from the ground.

Peter desperately looked around for anything that could actually stop the electrical being in front of him. "not good not good not good…" he muttered as he continued to back away from the recovering menace. "Think Parker…" he muttered as he scanned the area.

As he looked around he saw several damaged pipes leaking water. They only had small puddles forming but this gave Peter and idea. A very reckless and dangerous idea.

Before Electro could fathom it, Spiderman unleashed his mechanical claws and stabbed them into the water pipes around him. He wrenched his bladed weapons through their metal shells, spewing their contents into the garage.

Water sprayed into the lot, filling it with the translucent fluid. The water hit electro with an enormous pressure forcing him back. The water poured over the electrical foe, causing sparks and bolts to surge uncontrollably. Graaaahhhh!" He bellowed as he felt his body began to dissipate.

"Wha—?! What have you done to me?!" Electro roared, barely holding his body's shape together. Spiderman backed up as the electricity coursed through the water that was quickly flooding the room.

"I tried Max. I really did. But you just wouldn't listen. You guys never do." Spiderman said as he unsheathed his claws and jumped onto the garage wall. He sliced open the last pipe, releasing a gushing torrent of water witch quickly began to encompass the room.

Electro screamed in pain as his body began to lose his electric glow. His charge was being dispersed throughout the water, discharging his body and reverting him to flesh and blood, or as close as his glowing blue body could get to it. Spiderman crawled out of the hole in the floor and limped to his feet as he watched Electro short himself out in the water's below.

Peter could hear the police sirens approaching and fired off a web-line to an adjacent building. He leapt into the air and landed on the roof. He slumped down on the edge, panting hard.

"Man…my guys just keep getting stranger." He muttered as he leaned his head back to look up at the sky.

"Pretty pathetic if I do say so myself." A strangely familiar voice sounded out. Peter leapt off the ground and into a fighting stance. He looked around the rooftop but saw no one. He even used his enhanced sense but heard and smelled nothing.

"Whoever you are…show yourself!" he exclaimed as four red, mechanical arms shot forth from his back. "Man…was I always this whiny?" the voice responded again.

Spiderman whirled around, lashing out with his arms. The red apparatuses lunged forward as a small distortion in the air moved just out of their reach. The distortion flickered again before breaking down into a red digital square pattern. The distortion cleared to reveal a man of the exact height and build as Peter, but his suit was tailored differently. It was a dark-blue (almost black) with several neon-red light patterns illuminating the chest, hands, feet, and torso. The eyes glowed red and glared intensely at Spiderman.

"Who the hell are you?!" Spiderman questioned. The new arrival said nothing as he began to circle his counterpart. Peter stood on guard, his arms tracking the figure's movements.

"I'm SHIELD's imitation of you." The figure nearly snarled. "Sorry pal, but there's only one of me!" "Wish that were true, Parker." The arms shot forward again, causing the figure to leap back to aoid them. As he did, Spiderman fired off a slew of webbing in the shape of a net to ensnare his adversary.

Instead of dodging, the figure unsheathed a pair of thick stinger's from his wrists. He struck forward, slashing the net in half with the stingers.

"The fuck?!" peter exclaimed as the figure charged him slashing at his throat. Spiderman parried with his mechanical arms as he struck forward with his claws. The imitator countered with a powerful kick to Peter's jaw flooring him. "Guh!" Spiderman grunted as he hit the floor. "You're pathetic! I can't believ we were this weak!" The masked attacker growled as he leapt forward, stingers outstretched.

Spiderman rolled around and fired off two blobs of impact webbing which the figure sliced in half, or would've if they hadn't stuck to his stingers, dulling them. "Fuck! How did I forget about Impact webbing?!" "The better question is how you know about it!" Spiderman shouted out delivering a solid punch to the man's jaw, flooring him.

The figure quickly jumped back onto his feet as they continued their brawl, slashing, punching, kicking and stabbing each other. Spiderman dodged another stinger strike aimed at his face, the masked figure dodged a arm attack by blocking the blade with his stinger. The weapons grinded on each other causing sparks to flash in the air as a result of the friction.

"What did you mean by SHIELD's imitation?!" Peter asked as they leapt away from each other. "Think long and hard Parker! I'm as fast as you are!" he exclaimed while leaping forward, matching blow for blow against the defending super-hero. "I'm as strong as you are!" The figure threw a fist down at Spiderman ho rolled out of the way only for the assailants attack to crack the concrete roof. "I've got all your strengths! So figure it out!" he roared as he lunged forward.

Spiderman leapt to avoid the attack, but the masked assassin shot his wrist forward, unleashing a torrent of webbing that snared the wall-crawler's ankle. With a, mighty pull, Spiderman was sent crashing onto the ground. "Grah!" he exclaimed in pain as he landed face first on the roof.

"Can't believe you lived that long with those moves." The man said as he grabbed Spiderman by the mask, hoisting him onto his knees. "Can't believe you're this stupid." Peter said before grabbing the man's wrist. He sent a powerful jolt of electricity through the man's body, sending him flying back. "Oomph!" the figured cried out as he slammed into the edge of the roof.

Spiderman rose to his feet panting. He was already exhausted from his earlier fight with Electro and now he was fighting someone with almost the exact same powers as him. The other man rose from the ground, stingers and claws unsheathed. "Feeling tired Parker?' he taunted. "Why? Feeling tired?" Peter asked sarcastically through ragged breaths.

"I'm just getting warmed up!" The man said as he crossed his stingers. Before either could make a move both figures leapt back to avoid a volley of arrows that imbedded themselves into the rooftop.

"That enough you dumbasses." Hawkeye said as he notched another set of arrows into his bow. "Hawkeye?" Peter questioned as he looked between the Ultimate and the super-powered assassin in front of him. "Please tell me what the fuck is going on!" Peter pleaded as he had had enough shit in his day already.

"I'll show you." The masked figure said as he pulled off his mask. Peter gasped in shock as he saw an exact replica of his own face, although his hair was longer. "What the fuck?!" "I'm you Peter Parker. Flesh and blood. Your clone, 'brother'." Kaine said as he introduced himself to his genetic donor.

Peter backed up in horror as he realized what had happened. He whirled around to look at Hawkeye who wore an irritated look on his face. "What the fuck?! You cloned me?!" "It was a precaution in case you ever went rogue." Hawkeye said reluctantly.

"Did Jess know?" Peter asked fearing the answer. "Yeah." Kaine responded causing peter's anger to skyrocket. "Believe me, she hasn't stopped trying to kill me." Kaine said in all seriousness. "She didn't know until after the cloning was complete." Hawkeye said.

Peter's posture relaxed slightly as his faith in his sister was restored. "So why'd you attack me?" Peter asked glaring at his clone. "Figure that out for yourself, hero." Kaine said with venom in his voice before his body became cloaked again, disappearing from view.

Peter turned to look at Hawkeye but saw he too was gone. He glared up at the sky as his mechanical arms retracted into his suit. He fell to his knees exhausted by the recent events.

**Emmet Street, Queens**

Flash Thompson walked up the steps of his house and entered the silent home. His dad was over sees in Europe for a business deal and wouldn't be home for a couple of weeks. This gave Flash a chance to plan out the sophomore party he had come up with. Hopefully this would be as big as he was hoping it would be.

He set his backpack down on the kitchen table as he began to remove his football gear. He removed the shoulder pads and flipped on the TV to hear breaking news about Spiderman's newest battle leveling a building under construction. "Wow…guy just can't catch a break." Flash muttered as he set down his jersey. He walked towards his fridge

He opened the appliance to look for a soda but found none. "Aw man! I could've sworn we bought more!" he groaned as he shut the door. He heard the clatter of glass above him and saw a case of classic soda in glass bottles. "Oh, there you are!" He said as he reached for the bottles. He grabbed one and pulled it forward. He grabbed the box of bottles by its side and as he lifted it, it broke.

The bottles hit Flash in the head, causing him to grunt in pain as he hit the floor, the bottle crashing to the floor. "AH!" he exclaimed as his hand had pressed down on several jagged shards of glass. He pulled his hand off the ground to see a deep gash with a blade of glass imbedded deep in his palm.

He grabbed the shard with his teeth and began to slowly pull it out. He grunted in pain as he ripped the glass from his hand, leaving a nasty gash covered in blood.

"Ouch!" flash moaned as he pressed his shirt against the wound, trying to stop the bleeding. He stood up from the floor to find the first aid kit to patch up the wound when a strange tingling feeling eminated from his hand.

He carefully peeled back the shirt covering the wound to see that the gash had almost completely healed. "What the…?" Flash muttered in disbelief. Unknown to the blonde haired teen, several tendrils of black sludge coursed over the teen's neck before sinking back underneath his skin.

**Warehouse**

Mary Jane sat in worry on the couch, desperately awaiting any word from her boyfriend. The feed from the suit hadn't been working at all, probably from Electro's interference and the news report had missed most of the fight, only to see most of the building collapsing into the streets.

The communicator had also been fried and Peter wasn't answering his cell. She was just about to go look for him when she heard the opening of the skylight window.

She looked up to see Spiderman drop to the floor and slowly rise, obviously in pain. "Peter!" MJ cried out in relief as she ran to hug her boyfriend. Peter returned the gesture although he winced when he felt her squeeze around his injured skin. MJ saw the small contortion of pain and immediately moved to give him space, allowing him to flop down on the couch.

"Peter what happened?" "Fought Electro…drowned him…met someone…else." He said, the last part in a near growl. "What happened?" MJ asked softly, sitting down next to Peter with a med-kit handy to treat his still present injuries.

"They cloned me MJ. They took my DNA and made an exact copy of me." MJ looked at the teen in shock. "What?! Who?!" "SHIELD." Peter said bitterly. "Peter…does Jessica…?" "Know? Yeah…tried to kill the clone too. She didn't know until it was too late." "So they cloned you?" MJ asked. "Yep…powers and all. But he's got some freaky stingers." "Weird…and messed up." MJ said as she gazed at her boyfriend sprawled on the couch.

"Yeah…" He muttered. MJ crawled on top of her resting boyfriend and laid her head against his chest. Peter wrapped his arms over his girlfriend as he laid back on the couch.

"Peter…?" "Mhmm?" Peter grunted in response. MJ crawled up further on the teen and pulled off his mask. Peter opened his tired eyes to see his girlfriend closing in on him. She planted her lips on her boyfriend's, slipping her tongue through his surprised mouth.

Both teens moaned into the kiss. Peter tightened his grip on the red-head's waist as he moved up on his elbows. MJ pushed him back down by the chest and straddled his waist, deepening the kiss.

The make out lasted a few more seconds before MJ moved her arms around his neck, pulling him closer to her body. Peter could feel her beasts rubbing against his chest and felt himself become more and more aroused. MJ moaned as she felt her boyfriend stiffen below.

They broke the kiss as Peter pushed himself up on his elbows to look his girlfriend in the eye. "MJ…what's gotten into you?" Peter asked in between breaths, while smiling. "Proving that that clone isn't you. You've got something he'll never have." "And what's that?" MJ smiled seductively as she began to pull her top off.

Peter gulped nervously as he saw his girlfriend half naked, straddling him. Needless to say, Peter was getting seriously aroused. The teen pulled his girlfriend down on top of him to engage in another heated kiss.

MJ moaned as Peter pushed his own tongue into her mouth. MJ responded in kind as she pulled him closer, rubbing herself up against the teen's lean body. Peter moved off the couch and pushed MJ down, reversing their positions, though MJ didn't mind at all.

He began to kiss her on the neck, earning him several moans of approval from the girl below him. MJ squirmed in pleasure as her boyfriend continued to kiss lower, aiming for her breasts.

Peter stopped, just before her breasts, to fiddle with the MJ's Bra-hook. MJ arched her back so her boyfriend could better access the release to the garment. After some haggling Peter finally removed the annoying piece of fabric. This gave him an un-obstructive view of MJ's bare breast.

He began to plant more kisses on he bare chest before slipping one of her nipples into his mouth. And began to suck on it. He moved his hand to the opposite breast and began to squeeze it. The combined actions made MJ squeal in pleasures as she thrashed around beneath the teenage hero.

"Oh God! Peter please…don't stop!" Peter continued to pleasure the gorgeous red-head as he fondled her breasts, every moan and squeal she made was music to his ears, urging him on. He released her nipple making her release a groan of disappointment.

Peter continued to kiss down as he made his way to her waist. He un-buttoned the girl's jeans, allowing her to wiggle out of the restricting garment. This gave the girl enough room to turn the tables on her boyfriend, tackling him to the couch. By this point both teens were reduced to their raging hormones, allowing their base instincts to take control.

MJ grabbed the waist banned of Peter's pants and forcefully pulled them down. Now Peter was left in only in his boxers while Mary Jane was dressed only in her underwear.

MJ glanced down to see a prominent bulge in her boyfriend's pants. She slowly ran her hand over the warm bulge, receiving a husky moan from her boyfriend who's head lolled back in pleasure.

MJ pulled down his boxer shorts to see peter's thick erection standing at attention. MJ stared in shock with a deep blush on her face as she saw her boyfriend's penis. The girl leaned back as Peter grasped her waist, pulling down her underwear.

The boy blushed and felt his mouth run dry as he stared at the exposed pussy of his gorgeous girlfriend. Peter gulped nervously before looking up at his girlfriend. "W-well…d-don't stop now…!" She pleaded. They were too far along now to stop.

Peter pushed his girlfriend down on the couch as he positioned his cock at the entrance to her pussy. "MJ…are you sure…I mean, this is suppose to hurt the first time around…" "Yeah…but my hymen broke during a soccer practice when I was a kid…I cried for a while…" MJ said with an embarrassing blush on her face.

Peter smiled slightly and gently cupped her face, turning it so that she looked him in the eyes. "Well at least I know I can't hurt you." Peter said while smiling. "You are a gentleman, aren't you Peter Parker?" MJ said while smiling.

"Yeah…" Peter and MJ both took a deep breath before he entered her. MJ gasped out in surprise for a brief moment as Peter grunted in surprise from the sensations that assaulted his member. MJ moaned as she felt her boyfriend's erection penetrate her folds, making her back arch in pleasure.

Peter tried to catch his breath as he felt the heat assault his penis. "God…!" he cried out as he felt his girlfriend tighten around him. The two teens continued to thrust into each other as the night went on.

**Triskelion**

Nick Fury walked through the halls of SHIELD's headquarters as he reviewed the data from the fight against Electro. "I remember when these guys used to have just super-strength." He muttered as he walked into his office.

He sat down in his chair and leaned back, his computer monitor flashing on. He pulled up the schematics for the new exo-suit Blitzschlag had requested. "Pretty cool." Nick muttered as he cracked a smile.

A buzz on his communicator caught his attention. He picked up the device and placed it to his ear. "Fury." "**Nick, It's Clint. We have a problem." **

**Lower Levels, Holding Cells. **

Nick fury stormed through the lower levels of the prison blocks as he made his way to Clint's location. "Where the fuck is he?" Fury asked as he stormed into the last cell block.

Hawkeye glanced at his enraged commander and pointed towards the cell in front of him. "What did he do?" "He met Spiderman. They fought." "Shit!" Fury exclaimed slamming his arm against the side of the cell door.

"Dammit kid!" He roared. The prisoner inside said nothing as the leader of SHIELD growled in irritation. "Good news is the kids alright. They tried to beat the shit out of each other, but neither really hurt the other." "He found out." Fury snarled. He slammed his fist against the side of the cell as he began to shout at the occupant inside. "Do you see what happens kid?! This is the worst situation that you could put us in! Now what are you gonna do?! Huh?! Kaine?!"

Inside the cell, Kaine sat on his bed, mask removed. He sat there staring at the glowing article of his suit and cracked a small smile. "Follow orders now…sir."

**Hope you liked this chapter. The lemon scene was difficult to right and I'll need more practice if I'm gonna do ones in the future, criticism is welcome only if it is constructive, flamers begone. **


	40. Chapter 40: Open House

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners. **

**Chapter 40**

**Open House**

**Warehouse, Next Morning. **

Peter awoke the next morning, stark naked. He groaned for a brief moment before turning over. When he did he was greeted by the half-naked form of his girlfriend lying next to him on the couch. Upon seeing her naked torso he blushed red like a tomato.

The girl besides him moaned slightly as she stirred, awoken by Peter's groans. "Uh…" Peter muttered as continued to stare. MJ's eyes fluttered open and she squeaked when she saw her naked boyfriend staring at her. "H-hi…" she muttered as she realized the embarrassing position they were in.

"H-hey…" Peter muttered as he pulled the covers over them to preserve some of their modesty. They sat in silence for a few minutes before Peter spoke up. "Well…that was…" "…something?" MJ finished. "I mean…it felt good…right?" She asked.

"Y-yeah…" he replied before moving slightly to wrap his arm around his girlfriend. MJ snuggled up closer to him as he embraced her in a hug. "Good…" MJ said as she scrunched up closer to the teen.

The two rested in silence for a brief moment before the doors to the warehouse slammed open. Peter leapt from the bed, claws unsheathed, as he prepared for a fight.

"Peter!" Jessica screamed out as she stormed into the room. "Pete! We need to tal-" she stopped in her tracks as she saw her brother naked, and his girlfriend equally naked under a sheet of blankets.

"Uh…Jess…I can explain." His sister took a step back, a blush painting her shocked face. "Okay…get dressed. Then we'll talk." She said as she walked towards the computer console set up on the far side of the room, rubbing her head as she felt an impending headache coming on.

Peter looked at MJ and then looked towards his sister. He turned back to his girlfriend who was covering her face with the blanket. "Uh…let's get dressed." Peter said while blushing, gathering up his and MJ's scattered clothes.

A few minutes later a fully dressed Peter and MJ sat on the couch as Jessica paced in front of them. "Okay…" The brunette muttered in irritation as she walked in front of the blushing couple.

"Jess, please just let me explain!" "Shut up." Jess said while raising a hand to halt her brother's speech. "Just don't." She said, forcing her brother to shut his mouth. "Ignoring…what I just saw, we need to talk about last night."

"Jessica…it was the spur of the moment…but we did because we love each other and w—" "Shut it." She said, quieting her brother's girlfriend. Jessica finally stopped her pacing and stood in front of the couple.

"This isn't about you two having sex. This is about what happened at the construction yard last night." Peter's blush disappeared as he realized what the visit was actually about. "Is this about Kaine?" "You met him right?" Jess said matter-of-factly. She glanced at MJ until Peter nodded his head. "She knows. Told her last night." "Okay. Now that everyone is up to speed…I need to say I'm sorry Pete." Jess said looking at her twin.

"For the cloning? Jess you didn't know until it was too late. It's okay." "Yeah…well it still pisses me off." She muttered as she continued to pace around the room. "So Fury just up and cloned you?" MJ asked, trying to understand the full picture. "Yeah." Jess said while running her hands through her hair. "He's insane too." She muttered.

"He came off as more of furiously angry than psychopathic." Peter said. He stood up from the couch and walked towards the edge of room, where the computer terminal was set up. "So what did you do with Electro?" "We locked him up in a cage in the Triskelion. Special force-field, he ain't getting out of that one." Jess said flopping down in one of the spare lounge chairs.

"So what next?" MJ asked nervously. "Hmm?" Jess responded. "I mean…what's going to happen?" "Well the clone…he's still SHIELD's property and since last night, has actually been pretty docile. Maybe he just needed an ass-kicking." Jess said with a small smirk.

"It was more like we were kicking our own asses. I mean it really went back in forth." Peter said, honestly. "Either way, I'll find a way to keep him out of your life." Jess said. Peter watched as his twin moved towards the warehouse exit. "I am sorry about this Peter." She said before exiting the building and sliding the door closed.

Peter sighed as he leaned back in his seat, looking up at the ceiling. "I know that look, Peter." MJ said sternly. "What look is that?" Peter asked. Eyeing his girlfriend from the corner of his eye.

"The look where you think everything is either out of control, or piling up against you. Do not start a self-pity party here." The redhead stated before moving and heading towards the warehouse doors. "I'm going to go home, last thing I need is for my aunt to question where I've been all night. Try to rest, okay tiger?" The girl said while exiting the building as Peter slouched on the couch.

"Ugh…" he groaned in irritation. "Too much shit!" He muttered as he glanced at his watch. "This late already, huh?" Peter stood up from the couch before gathering his belongings planning to leave the warehouse and head home.

He walked towards the warehouse doors and opened them to allow him to leave. He stepped out onto the street's walkway and began the long walk home. It was an oddly sunny day in New York, making Peter smile that it wasn't raining. He walked for several blocks before his cellphone rang.

The young teen removed the mobile from his pocket and answered the device. "Hello?" **"Peter? It's Flash." **"Hey man, What's up?" **"Listen…I need you to keep this a secret man, just between you and me for a little while." **"Flash is everything okay?" "**Yeah…I'm throwing a massive party and I need your help." **

Peter stopped in his tracks before looking at his phone in surprise. "Okay dude, next time you talk, don't make it sound like we gotta bury a body." "**Sorry bro. I need some help setting this thing up so…" **"Yeah, yeah, yeah. I'll be there in a few minutes." "**Oh yeah! One more thing! Ya mind picking some stuff up?" **

**Emmet Street, Two Hours Later**

Peter walked up the steps of Flash's house carrying several bags of drinks, food and other party accessories. He knocked against the door and waited for Flash to answer.

The blonde haired teen opened the door a few minutes later where he helped Peter bring the bags in. "So you actually have a plan all set up, right?" Peter asked a she removed the food and drinks from the bag. "Oh yeah. We will go down in high school as two of the coolest sophomores ever!" He declared. "Riiiiggghhht…" Peter drawled out sarcastically. "Just make sure this doesn't end up like Project X." He muttered. "Well one, I don't need to invite girls off Craig's list, and two no drugs, only some light alcohol."

"Wait there's going to be real alcohol?" Peter asked hesitantly. "Found somebody who got some really weak stuff. You'd have to drink like a gallon before you even feel drunk. They're watered just enough to give people a buzz but it wears off pretty quickly." "Alright…still not a fan of the idea." Peter said. "That's why you're here man, every party needs a pooper that why we invited you!" Flash teased.

"What are you like a ten-year old now?" Peter said with a small smile as he sat down in the chair. "But seriously I need someone who will be responsible if things get a little out of control, y'know?" "I getcha. If you fuck up I can clean up the mess right?" Peter said with a confident smirk on his face. "Don't be a prick man." Flash said. "Whatever." Peter said still smirking. His cellphone once again began to ring. Peter withdrew the device from his pocket and answered it. "Parker speaking." **"Hello again Mr. Parker." **An elderly voice said. "You…" Peter growled as he recognized the voice of the man who had called him mere moments before his fight with Harry at the café.

"**Yes Mr. Parker it is I. I believe a meeting between us is required. Meet me at th—" **"Yeah, no." Peter said cutting the man off. **"Excuse me?" **The man said in minor irritation. "Ezekiel Sims right? You told me you were friends with Kraven right?" **"I am, but that doesn—" **"Well I ain't meeting ya until he confirms it. Get him to call. Until then, we ain't talkin'. Goodbye and so long."

Peter closed the cell phone in irritation, ending the call before Ezekiel could retort. "Who was that buddy?" Flash asked. "Some jackass with the wrong number. So what else do we need for this thing?" Peter asked as he pulled out a soda from one of the cases.

"Well, I have one of the seniors coming over to help, she can spread the word pretty fast." Peter looked up at his friend with an inquisitive look on his face. "She? Who?" Flash was about to respond when the doorbell rang. "That's her!" He said slightly excited. He walked towards the door, leaving Peter alone for a minute.

Peter thought back to his abrupt conversation with Ezekiel. He couldn't trust him. Not until Kraven confirmed the man's story. Peter's thoughts were abruptly halted when he heard Flash walking back into the room with his new guest. Peter heard their minor conversation concerning the party and recognized the voice, cringing as he did.

Flash walked around the corner, followed closely by Jessica Campbell who looked surprised to see Peter. "Hey Parker, what's up?" She said with a sly smile. "Campbell…helping with the party." Peter said somewhat hesitantly. "Really? No offense but you seem like a party pooper." "That's why he is here." Flash said as he moved towards the fridge to place the drinks inside. "He can keep it legit and in control. Last thing I need is for it to end with shit getting crazy." "Oh like Project X." She said. "Not you too…" Flash groaned.

"Alright so who do you got for entertainment?" Campbell asked as she looked at the assorted goods on the table. "I was thinking about getting that Mark Raxton guy." "The senior?" "Yeah the Molten Man band." Flash responded. "Who?"

The two high schoolers looked at the clueless Peter who sat in his chair looking at them with a lost expression. "He's a senior with a punk guitar band. They're actually pretty good." Jessica said as she grabbed a soda off the table. "Huh, that a fact?" Peter said sarcastically. "That it is Parker." Campbell said as she walked out of the room, Flash glancing after her.

"Please do not tell me you're hitting on her." Peter said in exasperation. "What she's hot!" "She's two years older than you." "Your point?" He asked. Peter sighed before moving from his seat. "I'll start moving some furniture." He muttered, walking past his friend.

He entered the living room to see Campbell setting up some lights while speaking on her cell phone. Peter walked past her and proceeded to move some furniture, namely the couch and a heavy table. Using his enhanced strength, he shoved the large obstacle to the side causing some noise that drew the senior's attention.

Peter didn't bother looking at the teen as he began to stack some object on the table. "Yeah…anyway, thanks for favor Mark, Yeah, will do, bye." Campbell said hanging up her cell. "Did you move that?" She asked looking at the large table.

"Yeah, why?" Peter asked with a hint of irritation. "Nothing…" Jessica said while looking at the teen quizzically. Peter ignored her stare and walked back to the kitchen. Flash was busy stocking his fridge so he didn't notice Peter entering until he spoke.

"Why is she here?" He said in a half whisper. Flash turned around to look at his friend. "Oh drop the face man, she's not that bad." "If by that bad you mean a pain in my ass." Peter Grumbled. "Oh lighten up buddy, You've been way to tense as of lately. What's the deal?"

Peter looked to the side while rubbing his head. "I…I don't know. Maybe this'll get my mind off things." He muttered. "That's the spirit!" Flash cheered slapping his pal on the back playfully. "So it's not something between you and MJ, right?" Campbell said as she walked into the room.

Peter shot her a small glare that the girl ignored, returning a confidant smirk. "No. It's nothing to do with my girlfriend." Peter said in an annoyed tone. "Could've fooled me." The senior turned to Flash. "I got some people coming here to help set up and I've called people to spread the word. This is gonna be good." She said while wearing a confidant smirk.

Peter's cell phone rang again, much to his annoyance. After seeing the caller ID his annoyance increased. "Hey JJ." He said into the phone. "**Parker! Where are you?!" **"At a friends place w—""**Get your punk ass to the Bugle Now!" **"Hey Jameson I cant just up and l—" The line went dead. "Goddammit." Peter muttered.

He turned to look at Flash and Campbell who were waiting for a response. "My boss." "Say no more. Just try and get back here before things get crazy." "Thanks man." Peter said before heading out the door.

He dashed across the street and headed towards the nearest alleyway he could find. He swapped into his Spiderman costume and leapt into the air firing of web-lines to aid his swinging.

He swung through the air as he headed towards the Bugle, keeping an eye out for any disturbances he could see or hear. He quickly swung towards his destination and reached the large building. He landed on the side of the Daily Bugle and crawled towards an open window. His mechanical arms began to remove his clothes from his backpack and gave them to the wall crawler to awkwardly put on as he climbed higher. He finally finished getting dressed and glanced through the window to see people busily scurrying about, not even glancing at the opened entrance.

Pete leapt through the window and quickly righted himself before people could see him. He walked towards Jonah Jameson's office and saw several silhouettes from inside the office room. He gripped the doorknob and heard an intense argument from inside.

"The final answer is no! Now go home Mattie!" JJ screamed from inside. Peter opened the door to find Jameson standing at his desk glaring at his niece who was standing in front if the desk, her body posture showed she was tense, her fists were shaking.

"Uh…am I interup—" Peter started before Mattie ran past him. Peter only caught a glimpse of her face but he saw tears. Time seemed to slow as he saw her run past him. Seeing the look on his friends face, anger began to form in the pit of the teen's stomach. "JJ, what was th—" THE HELL DO YOU WANT PARKER?!" The owner of the paper screamed. Peter was slightly taken aback by the outburst until he steeled himself.

"What do I want? Jonah you called me! And what the hell was that?!" He shouted pointing at the opened door in fury. "The fuck did you say to her?!" "That's none of your damn business!" The chief editor roared.

"SHE'S MY FRIEND SO THAT MAKES IT MY BUSINESS! What. Happened?" Peter growled out standing in front of his boss. Jameson glared back with just as much Fury as Peter had, maybe even more so. "None. Of. Your. Business." Jameson growled out.

Peter glared back at the man before moving back from the desk. "Talk to Urich about your assignment." Jameson said before tossing a packet of papers towards him. Peter grabbed the packet and stormed out of the office, slamming the door behind him while muttering.

Jameson glared at the closed door, furious over the words Parker had just muttered. "_Great parenting." _Jameson sighed as he looked at a Photo of a woman, her husband and a small boy. Jameson gaze lingered on the woman in the photo. "Joan…what would you do?" He mumbled as a saddened look appeared in his eyes.

**Outside the Office**

Peter stormed past several of his coworkers as he made his way to the beautiful blonde standing near Ben Urich's desk. The man had a goatee beard and wore thin glasses over his face. He looked up to see an enraged Peter and leaned back in his chair. "You okay kid?" he asked. Norah turned around and saw the angry scowl that Peter wore. "Hey…is everything okay?" The blonde asked gently. "No." Peter said suddenly before looking at Norah. "Did you see Mattie?" 

Realization dawned on the woman's face as she pointed towards the stairs. "Yeah. She headed up." Ben watched as the teen dashed after the crying girl. "I thought he had a girlfriend." Ben said as he took out a cigarette. Norah snatched the cigarette from his hands before placing it in her mouth. "Yeah, but he's just a good kid." Ben looked up at the girl before he removed a lighter and offered it to the woman in front of him who leaned down to lite her cig.

**Rooftop, Five Minutes Later**

Peter opened the door that lead to the Bugle's roof and looked around for any sign of his friend. He saw the cute girl sitting on the edge of the roof, her gaze lingering on the busy city below. "Mattie." Peter called out.

The girl sniffled in response as she quickly wiped her eyes on her sleeves. "H-hey Peter." She croaked out, voice hoarse as a frog's. Peter walked towards the girl before turning around and sitting down on the edge so he was facing the roof's door.

"What did he say?" Peter asked in an angered tone. "Nothing." Mattie muttered. "Stop lying." "I'm not!" "You are!" Peter said, snapping at the girl. Mattie scooted back in fright at Peter's outburst. Peter realized what he had just done and slowly lost his anger. "I'm sorry." He said looking down at the ground.

Mattie sniffled once again as she turned her attention back towards the city. "He won't let me go." She muttered. "What?" Peter asked. "Flash is holding a party." "And your uncle won't let you go." Peter said piecing together what had happened. "Because there are boys there. He doesn't want me to go because he's afraid I'll do something stupid." She said.

"I can kinda see where he's coming from, but I think he's overreacting." Peter said. "He's always been like this. He says it's for my own good! But…lately…" "He's taken it a little too seriously, huh?" Mattie nodded her head. "It's like he doesn't trust me to be on my own! I mean yeah, I've never had a boyfriend! But it's not like I'm gonna bang the first guy I go out with!" "That would be a bit irresponsible." Peter said with a small smile on his face.

"I mean look at you and MJ!" Peter quirked an eyebrow and looked at the girl. "What about us?" "I mean you're the first people you've gone out with and you haven't had sex! It's frustrating that he thinks that way!" Mattie said turning her head. "Yeah…" Peter said blushing a bit at the mention of his and MJ's act the previous night.

"It just sucks! I'm sixteen and he treats me like I'm six! And what's worse?! He doesn't…" The girl started, chocking on her words. "Mattie?" "He doesn't trust me." Mattie said holding back tears. Peter had had enough of seeing his friend like this. 'I gotta do something.' He thought, moving from the ledge.

"Let me see what I can do." Peter said moving towards the door. "No Peter!" Mattie called out. "You saw what he was like! He'll fire you at this rate! Please, Just…just let it go." Peter reluctantly released his grip on the door. Mattie continued to stare at the ground with tears running down her face.

Peter walked back to the ledge and sat down next to his crying friend. Wrapping an arm around her shoulder Peter drew her in closer so her head rested on his shoulder. "We'll figure this out. Somehow." He muttered as. The two stayed on the roof as Mattie cried with Peter staying to comfort her.

**Warehouse, Later. **

"That is bullshit." MJ said as she watched Peter tinker with his web-shooters. "Tell me about." He mumbled. "I just did, Tiger." MJ said, flopping down on the couch. "So she can't go at all?" "Not unless JJ has a change of heart, which by-the-by, is not happening any time soon." "That sucks…"

"There's nothing I can do. Mattie won't let me talk to Jameson because she's afraid he'll fire me, but I can't just let her wallow in this funk either." The teen scratched his head in frustration as he thought over his choices.

"Maybe I could try to talk to Robbie, he may be able to help." "He seems to be the rational one to JJ's emotional mind." "Man I fear the day that man retires." Peter said before finishing the adjustment to his web-shooters. He slid them onto his wrists and locked them in place. "They're good to go!" he said proudly. Displaying his new web-shooters to his girlfriend.

MJ grabbed his wrists and examined the device. "Wow! This looks…exactly the same." She said after realizing there was little to no difference in the devices. "You didn't do anything to them!" She accused. "Yes I did!" Peter argued back.

He removed several small disk shaped objects, roughly the size of a dime. He loaded it onto the tip of his shooter and fired. The object hit MJ in the shoulder, causing her to yelp from the small sting. "Hey!" She exclaimed as she peeled the device from her clothes.

"What was that for?" "A demonstration. Now I can fire off my spider-tracers at a range. Figured it would come in hand against someone like that Bombshell chick." Peter said while smiling. "Well the demonstration was painful." MJ muttered with a scowl. Peter smiled at this before pulling the girl towards him by the waist. "Aww…don't be like that…" He said while cupping her chin and bring toward him. "You know I was joking."

MJ smiled seductively at her boyfriend as she wrapped her arms round his neck. "I know…" she said before locking lips with her boyfriend. The two continued to kiss for several minutes before Peter's phone rang.

Two continued to kiss as peter reached his hand into his back pocket to remove his cell. "Don't answer it…" MJ moaned as she pushed Peter towards the couch. They landed on the sofa, MJ on Top while Peter glanced at the phone. The caller ID read Flash.

Peter broke the kiss, making his girlfriend moan in disappointment. "Sorry, MJ, Flash." "Aww…" She pouted cutely, making Peter smile. He clicked open his phone and answered. "Parker." "**Hey Pete! Where are you guys?" **Flash shouted over the phone as loud music blared in the background. Peter covered the phone's mouthpiece and looked at MJ who was still sitting on top of him. "The party…" he whispered to her.

"Will be over in about…" "An hour." Peter looked up at his girlfriend curiously. She smiled seductively before leaning down and whispering into his ear. Peter's face turned to one of surprise as he blushed a little. MJ pulled away, blushing slightly while Peter brought the phone to his mouth. "Flash…we'll see you in a an hour. Give or take 20 minutes."

He hung up the phone before lunging forward and pinning his girlfriend to the couch, although she didn't resist in the slightest. "You sure?" Peter asked hesitantly. "Absolutely." MJ replied without missing a beat before Pete leaned down into another kiss.

MJ wrapped her arms around her boyfriend as both of them fell back to the couch. MJ continued their kiss while she ran her hands under his shirt to feel the familiar contours of his chest. Peter lifted the girl and moved his hands under the back of her shirt to meet her bra-clasp. The two continued their mating as they fumbled with their clothes.

**Emmet Street, Thompson Residence**

The party was in full swing as dozens of people were dancing in and outside of the suburban home. Flash watched with a smug smile on his face as he saw most of his classmates and even some college kids (courtesy of Jessica Campbell) enjoying the festivities and weakened alcohol. He was looking for Peter, MJ and Mattie but didn't see them. "Oh well their loss." He said as he walked back in to enjoy the festivities.

Girls were dancing on the floor as several guys cheered them on. They continued their erotic dancing as more people showed up. The music blared and colored lights were flashing around like a club.

Jessica Campbell walked up to the host of the party, a red plastic cup in her hand. "Gotta tell ya Thompson! This is one hell of a party!" "I know right! I cant believe you got some college people here!" Flash shouted back. "What can I say? I've got connections!"

The older teen looked around for two individuals in particular but didn't see them. "Where's Watson and Parker?' She asked. "They said they be here soon! I was wondering where Mattie was though!" "Yeah I haven't seen her at all!" "Man…" Flash said feeling a little bummed that she didn't come to the party.

Campbell saw his dejected look and smiled. "You lookin' to ask her out?" "Yeah, kinda…I was hoping she'd be here but…" "Hey there's always next time!" Jessica shouted as the music got louder.

**Warehouse, 30 Minutes Later**

The two teens laid on the disheveled couch, panting as they recovered from their organic high. "That was…" "Better than last time?" MJ finished, smiling at her boyfriend who was lying next to her. "Yeah…" He said leaning back on the couch with an arm over his naked girlfriend. Mary Jane snuggled up closer to him and rested her head against his chest.

"You know…we should probably get to the party soon." Peter said with closed eyes. "Yeah…but can we just stay here like this for a little while?" MJ asked, not looking up from her makeshift pillow. "Sure." Peter said, content to just lay next to the beautiful redhead.

**Apartment Complex**

Mattie franklin sat on her bed, head tucked in her arms. She was still wearing the same blue hoodie and black form-fitting skinny jeans from earlier. She looked at her cell phone and saw it contained dozens of un-answered messages from Flash.

She quickly skimmed the messages littering her phone and stopped when she came across the last one. **Are you coming?**

Mattie typed on the screen two letters, **NO**. As her fingers hovered over the send button a sudden knock was heard. The abrupt noise made the young teen jump. It also had the unfortunate affect of making her press the send button. "Nonononono!" She exclaimed as she saw the message was delivered. "No…" She muttered as she felt tears threaten to fall from her eyes.

"Mattie?" Her uncle called from the other side of the bedroom door. "What?" Mattie snapped back, not meaning to sound rude, but too angry to care.

There was only silence for a brief moment before Jameson spoke again. "I'm…I'm heading out for the night. Are you going to be okay here?" Mattie glared at the door, hoping her uncle could feel the intensity on the other side of the wooden wall.

"I'll be fine JJ, I'm sixteen. I can take care of myself." She said.

Jameson stood outside the room looking down at the floor as he heard his niece's words. He hadn't missed the drop of the title 'uncle' by his niece. He knew she was furious at him, and wasn't bothering to hide it. "I'm sorry about the party…" he said, hoping to repair the damage of their earlier argument.

Those hopes died the second his niece spoke. "Yeah…me too." At those words Jameson hung his head as he stepped away from the door, slowly trudging out of the apartment.

Mattie heard the closing of the apartment's front door. She looked at her phone and then at her open window with its billowing curtains. She took one last look at her bedroom door before making up her mind.

"Screw him. I'm going."

Mattie grabbed her phone before pocketing it. She slipped on her running shoes and doubled tied them so they wouldn't fall off from her impending actions. She stepped out of her bedroom window and onto her fire escape. She stepped onto the metal railing and balanced herself perfectly. She removed her hoodie to reveal her backless top.

With a small grunt of pain, four bony spider-like legs ripped from her back. "Guh!" Mattie panted for a brief moment and flexed the appendages before smiling. "Okay!" She exclaimed before leaping off the fire escape.

She plummeted a few feet before her legs shot out, impaling the brick walls of the building. Her descent slowly stopped and she had her spider-arms continue the climb up to the roof. Once she reached the top she looked out over the closely connected rooftops.

She got down into a sprinting position before taking off at a break neck speed. She dashed across the rooftop and leapt to the adjacent building, skidding on the ground before povalting over a generator to continue her run.

'Party here I come!' she screamed in her brain as she made her way to her destination.

**Outside, 40 Minutes Later**

Spiderman flew through the air on a web-line, Mary Jane clinging to his back, screaming in excitement. "Whooo-hoooo!" She screamed causing Peter to smirk under the mask. 'Man do I love this girl.' He thought as they neared the party.

He dropped down to street level, landing behind a darkened house.

MJ got off his back, allowing the wall-crawler to remove his costume and replace it with normal clothes. "I swear I am so jealous that you can do that!" MJ said, recovering from her adrenaline rush. "Yeah but you've never seen me face plant when I've run out of webbing." Peter said as he pulled his shirt over his suit.

"Oh my god! Did that really happen?" "Yeah, hurt like a bitch but I'm fine." Peter said. "I heal quickly, remember?"

The two teens walked out from behind the house and saw a brightly lit house down the street. The front yard was littered with high schoolers and college kids all partying on the front lawn, laughing and drinking the night away.

"Holy shit." Peter said, impressed that the party was this big. "I'm pretty sure that's just the outside too." MJ said with an excited smile. "This is so gonna be like Project X." Peter grumbled as he imagined the after party clean up.

"Good luck with that." MJ said while walking ahead. "Wait! Aren't you going to help me?" "Naaah, I think you got this Tiger." MJ said playfully as she walked towards the party.

"Just your luck, eh Parker." Peter muttered to himself as he walked towards the brightly lit lawn. As he did he saw several people dancing to the music, some were getting rather wild, with girls taking off their tops as the guys joined in for the fun.

"Oh boy." Peter muttered, as he feared the outcome that might arise from the rather raunchy activities taking place outside. "Try not to stare at too many girls." MJ said slyly, causing her boyfriend to blush slightly. "Yeah…"

The couple walked into the busy party as they saw even more people inside the house dancing and swaying to the loud music blaring inside. Peter had to cover his ears for a moment as the noise began to hurt his ears. MJ saw Peter's discomfort and grew concerned.

"Peter are you okay?" She shouted over the loud music.

The teen turned towards the redhead to respond. "Yeah…just the music is starting to hurt…enhanced sense can be a bitch sometimes."

MJ grabbed her boyfriend's arm and dragged him towards the kitchen where the music wasn't as loud. "This better?" She asked as they sat down at the table. "Yeah…I'll be fine in a minute. Just gotta let my ears adjust."

"Did you bring those ear-phone?" MJ asked, referring to Peter's com-devices that could reduce or block sound. "Yeah…"

Peter removed the devices from his pocket and plugged them into his ears. Within a few seconds the sound was bearable, lowering the volume of the music while increasing the voices of those who spoke to him.

"Better?" MJ asked with a smug smile, rather pleased with her idea working.

"Yes." Peter said while smiling gratefully at the gorgeous redhead. She gazed at her boyfriend before turning to look at the dance floor in the living room. Peter followed her gaze and looked at the living room.

"Hey MJ…" he started, gaining the girl's attention. "If you want to dance you can."

MJ smile widened as she got up from the table and walked towards the living room. She stopped however, when she realized she was walking alone. She turned back to look ate Peter with a disappointed look on her face. Peter saw the look.

"What?" "Aren't you coming too?" Peter shifted nervously and MJ immediately picked up on its meaning. "Oh come on!" She exclaimed.

"MJ…I can't dance." "Oh sure you can! You fight criminals that can shoot electricity and fire who can bench press buildings! You can do this."

Peter didn't look so sure and MJ sighed at the hesitant look. She walked over to where the teen was sitting and leaned down behind him, wrapping her arms around his neck while seductively blowing into his ear.

"Come on Tiger…" She purred, rubbing her hands down his clothed chest, feeling the contours of his muscle while making sure he could feel her breasts rub against his back. Peter gulped in arousal as he tried to resist his girlfriend's obvious attempt to lure him onto the dance floor. Needless to say, it was taking all of Peter's self-control to keep his arousal in check.

"N-n-no…I-I can't…" he muttered while blushing like crazy. MJ pouted her head before an idea popped into her head.

"Okay…" she pouted cutely while slowly removing her hands from her boyfriends chest, making sure her fingertips dragged against him. "See you later then Tiger…" she said as she walked towards the door.

Peter watched as he saw the girl walk towards the door, disappointed that she had stopped, until he saw how she was swaying her hips. He could tell she was purposefully doing this as his eyes were glued to her ass held between her tight blue jeans.

Peter had to mentally slap himself to muster the will power to tear his eyes away from the tempting sight swaying in front of him. He looked up to see MJ looking back on him with a seductive smile playing on her lips. She turned around and walked out of the kitchen door with a confident demeanor.

Peter looked up at the ceiling before closing his eyes. "God, if you're listening…please don't let me fuck this relationship up." He prayed before bolting from his seat to follow his girlfriend.

He entered the living room and quickly found Mary Jane dancing near the crowd's edge. Peter was paralyzed as he saw the way his girlfriend moved to the music almost seamlessly. Her hips swayed side to side, as she twisted her body to the rhythm of the music.

MJ opened her eyes and saw Peter staring at her from across the room. She broke him from his stupor by winking at him. Peter gulped as he saw Mary Jane beckon to him with her finger.

Peter moved through the crowd of people blocking him from his girl and finally succeeded after squeezing past several college kids. He slowly approached MJ from behind as she drew closer to him so that she stood in front of him with her back to him.

Peter began to sway with the music, praying that he wouldn't make a scene with his poor dancing.

'Shitshitshitshit!' Peter screamed inside his head as he saw several people glance at him. 'I can't fucking dan— whoa…' he thought as his body began to move in tangent with Mary Jane's matching the majority of her movements.

'What is this? Hyper-awareness? It's like my spider-sense and reflexes are mixing…' MJ saw from behind her how Peter was faring as he moved his hands towards her waist, MJ moved closer so that the two were almost grinding on each other.

"I thought you couldn't dance…" Mary Jane said as Peter gripped her waist, allowing him to move with her. "Yeah…so did I…" Peter muttered.

"I'll say! You guys do dirty dancing all the time?" a feminine voice said from behind them. The teenage couple turned their heads to see the dancing form of Mattie Franklin swaying to the music like a pro.

"Mattie?!" "Mattie?!" The teen couple exclaimed in shock at the same time.

"Hey guys!" Mattie said enthusiastically while still dancing to the music blaring through the room. "Killer party right?!" She shouted over the loud noises.

"I thought JJ said you couldn't come here!" Peter shouted back. "Oh screw him! It's my life!" She hollered.

Peter looked at MJ and the redhead saw the concerned look in his eyes before he spared the black haired girl another glance. 'This might become a problem…' he thought to himself.

Before he could dwell on the issue further a new voice interrupted. "Guys!"

The group of friends turned to see Flash Thompson, the host of the party, push through the crowd on his way to meet them. "Hey Flash!" Mattie waved cheerfully as she repositioned herself on the dance floor so she could meet him.

"Awesome party!" "Thanks! I thought you weren't coming! Your text said no!" "I changed my mind!" She said without missing a beat as she continued dancing.

"Come on guys! Stop worrying about me and have some fun!" She shouted out a she began to speed up her dancing as well as upping the moves she did. MJ smiled at this and followed suit.

'Crap.' Peter thought as he had to consciously speed up his own actions. But the more he tried the more natural it seemed to become. He glanced at the happy faces of his friend before deciding something.

'Fuck it. Mattie's right. This is a party and I'm making the most of this.' Peter began to take the lead with the dance surprising MJ, although she welcomed the forward attitude.

"You okay Tiger?' She asked as she spun around to face him.

"Actually…I feel awesome! Let's have fun!" MJ's smile widened. "Thought you'd never say that!"

The group of friends continued to dance for several minutes. Mattie could feel her worries burning away as she continued to dance all over the floor. She kept to the rhythm of the music perfectly while her body moved back and forth. Her efforts didn't go unnoticed by the horde of guys littering the living room as all of them began to glance in Mattie's direction.

Unbeknownst to many of the guys, some of the girls slowed their dancing as slight waves of nausea began to grip them. The boys in the meantime were starting to feel great as a very pleasant tingling began to run through their bodies. They watched as Mattie continued to dance as their arousal began to grow.

Peter continued to dance alongside his girlfriend although he did glance at Mattie several times. He shook his head as he caught his actions.

'What am I doing? Stop staring Parker! Your incredibly hot girlfriend is dancing in front of you! Stop ogling your hot friend!' Despite himself Peter glanced at Mattie who was continuing her dance. He ogled her body as she moved to the music, eyeing her slim waist and long legs while constantly looking over her petite figure.

He finally snapped out of his trance and glanced down at his redheaded girlfriend swaying in front of him. As he watched her move, his eyes were drawn to her shapely figure, specifically her bouncing breasts and swaying ass. Peter stared at her for several seconds before her voice snapped him from his aroused stupor.

"Hey…Peter?" "Y-yeah?" Peter responded mentally berating himself for his earlier actions. 'Dammit Parker! Stop! One night of sex is not going to turn you into a sex-addict! Get your act together!'

MJ's dancing had slowed while she gripped her head, leaning against Peter for support. "Is everything okay?" Peter asked in concern.

"I-I don't know…I feel dizzy…' She muttered as Peter gripped her arms to support her. "C'mon. Let's get some air." Peter said as he helped bring Mary Jane onto the patio where a group of teens were rocking out to the heavy metal sound of a band in the front lawn.

"Better?" Peter asked as he sat MJ down at an empty table, the band getting louder as did the crowd.

"Yeah…I don't know what happened…I just felt sick for a minute…" "Are you sure you're alright?" MJ smiled at her boyfriend who was crouching beside her chair, staring into her eyes. The redhead smiled before cupping Peter's face and pulling him into a soft kiss.

The ten's broke after a second with MJ smiling at her boyfriend's concern. "I'm fine Peter, just needed the air." Peter smiled in relief before he looked at the band blaring their, admittedly good, rock music on the makeshift stage.

The lead singer was a tall teen (probably a senior) with black shaggy hair. "I guess that's the _Molten Man _band, right?" Peter asked, looking at his more social girlfriend for clarity.

"Yep. That's Mark Raxton and his band. You gotta admit they're pretty good." MJ said while tapping her foot to the music. 

"Yeah…" Peter said vacantly as he sat down in the seat next to MJ. "He's kinda cute…" MJ said offhandedly, gaining Peter's attention. The brown-haired teen looked at the lead singer/guitar player and glared at him.

MJ saw his glare and giggled. "Peter you are cute when you're jealous." MJ said while laughing. "And you make it so easy too!" Peter sighed as he realized he had fallen for his girlfriend's ploy.

MJ leaned on the table and smiled at her pouting boyfriend. "So…having fun?" "Surprisingly, yeah. I've kinda forgotten…" "How to have fun?" Peter reluctantly nodded his head.

"Well you should probably thank Flash for throwing this thing in the first place, ya know?" "Yeah, you're right on that one." Peter said as he leaned back in the chair.

"Well…you can relax now." MJ said cheerfully. Peter smiled and closed his eyes to relax when he heard a sudden noise.

**KABOOOM! **

The music stopped as everyone turned to see the remains of a burning car tumble into the empty street. At the edge of the lawn stood several teens all staring at a blond haired man, who looked about 22, with glowing yellow hands.

"What the hell?" MJ asked as she stood up to get a better look. Peter followed suit and narrowed his eyes to focus in on the source of the explosion. He saw the teen aim his hands at another car. His hands flashed yellow for a brief moment before the cars in front of him exploded in a flash of light.

The vehicle smashed to the ground in a pile of burning metal, painting the asphalt in a dim orange glow. The small crowd of teens began to cheer, quickly followed by the remaining party goers, with the exception of Peter and MJ.

"Holy shit!" The redhead screamed out over the cheering teens as another vehicle exploded. "Not good!" Peter muttered as he saw the vehicle crash to the street in a ball of fire.

"This is so not good!" Peter said as he saw Flash and Mattie das out of the house to see what had happened. He turned to look at Peter who pointed towards the blond haired teen who had just destroyed another car.

"Who the fuck is that?!" Flash screamed over the cheering crowd. "That's Geldoff!" A female college students shouted out while cheering. Peter walked towards her and grabbed her shoulder.

"Who is he?" "A foreign exchange student! Isn't he awesome!" The girl partly slurred, Peter could tell by her breath that she was drunk. Peter pushed past her to speak to Flash who was trying to make his way towards the explosion causing college student.

Peter grabbed his friend's shoulder an jerked him back. Flash whirled around to glare at him until he realized it was his friend. "Pete?! What are you doing?!"

Peter dragged his hotheaded friend out of the crowd and towards the deck. "Flash if you pick a fight with this guy he'll probably kill you! Think this through for once!" "He's blowing up cars in my back yard! He'll bring the cops here!"

"Pete he's gotta stop! It's drawing too much attention!" Mattie argued. "I know! But going in half-cocked and ready for a beat down isn't going to help!" Flash looked ready to argue before MJ stepped in to grab Peter's arm.

She dragged the boy over to the porch door and looked at him. "You need to suit up." She said. "You're damn right." He said before walking past her and into the house.

"Pete!" Flash called out as he watched his friend leave. "Where is he going?" Mattie asked MJ who stood by the door.

"To get a little help from a friend." MJ replied cryptically with a small smirk on her face.

Another explosion rocked the area as Geldoff set fire to another vehicle laughing as he did so.

"Waz zat not cool orz what!?" He declared in a European accent that was rather thick. The crowd cheered in approval in their drunken states, not realizing the scope of the damage that was being caused.

Geldoff reveled in the praise before it began to die down. He looked at the faces of the crowd who were staring at him, or more accurately, behind him.

"I'm going to have to go with, or what in this situation." A voice said from behind the foreign man.

Geldoff world around to see the red and black costume of Spiderman, perched on the top of an undestroyed Camry. The masked vigilante glared at the teen through the white reflective lenses as he spoke in a menacing tone.

"Mind if we talked?"

**And done! Hoped you liked what I've done so far and sorry for the late update. I've been working on my Ultimate X-Men fanfic to get it up to speed with this story while reading some other stories or creative inspiration. I recommend checking out Nomad88, he has a fantastic Spider-Man story that is amazing for the most part! Please review or PM me if you have questions, comments or criticisms and please check out my Ultimate X-Men story, now featuring a cameo from our favorite wall-crawler. **


	41. Chapter 41: Bombshell vs Geldoff

**Disclaimer: All rights belong to Marvel, I don not own Spiderman or any other characters from Marvel, all right belong to their respective owners. **

**Chapter 41**

**Bombshell VS Geldoff**

* * *

**Emmet Street, Flash's House**

The crowd of teens looked at the masked hero in shock as they slowly backed up. The blonde haired teen known as Geldoff looked at the vigilante in stunned amazement. Spiderman glared down at the man through the white lenses of his mask.

"So…Mind if I say a few words?"

Geldoff wordlessly nodded not believing New York's most infamous hero had show up at a local disturbance. Spiderman slowly rose to stand at his full height and looked down at the explosively powered man.

"You need to cut this shit out." He said plainly.

"V-Vhy?" Geldoff mange to say, snapping out of his stupor. "Vhy should I listen to you?" he yelled. Surprisingly the crowd also began to chant in favor of Geldoff.

"Take this freak down G!" Some screamed.

"That ain't Spiderman! He's too small!" Another drunk gust shouted out. Peter felt his eyebrow twitch at the mention of his height. He looked over at the deck where an awe-struck Mattie and Flash stared at him with smiles of disbelief. MJ looked at the rowdy crowd of college kids screaming in favor of the man blowing up cars.

He looked at Peter from across the lawn and he returned her stare. She silently mouthed her words to her masked boyfriend.

'The Fuck is wrong with these people?!' Peter shook his head to indicate his frustration before he looked back at Geldoff who had regained his composure. His hands glowed with psychic energy as he grinned at the red and black hero.

"Guess talking is out of the question, huh?" Spider-Man said, leaping back as his spider-sense roared to life. The car he had perched on exploded in a flash of bright light.

Spider-Man rolled on the ground and quickly rolled to his feet before firing off a volley of web shots at his opponent. Geldoff waved his hand and watched in glee as the balls of webbing exploded in the air.

Spider-Man leapt into the air finding it difficult to web-swing in an area with little to no high-rises. He whirled around in midair and fired off another volley of webbing witch was promptly destroyed by Geldoff. Said man waved his hand causing blast of fire to erupt in the air.

Spider-Man leapt from side to side, weaving and ducking under each explosion as he relied on every piece of training daredevil and Kraven had taught him while mixing in his spider-sense. He sprang into the air once again before firing off another shot of webbing, tis time as a net.

Geldoff thrusted his hand forwards as they glowed even brighter. The net of webbing burst into flames. Geldoff began to laugh hysterically followed shortly by the cheering of the crowd.

Spiderman landed on the side of a house and glared at Geldoff who was reveling in the cheers of the drunken crowd. Peter checked his web cartridge before popping the nearly empty container before loading a fresh cartridge into the slot.

"Alright fireworks…lets wrap this up."

Spiderman leapt off the roof and fired a slew of web-shots that soared towards the unsuspecting man. Geldoff turned around too late to see the web-shots right in front of his face. The silver globs slammed into the man, pinning him to the ground by the thick adhesive substance.

"Okay Mr. Boom Boom, you're done." Peter said while patting the dust off his suit and hands. The college kids looked at the wall-crawler in shock once again as they realized they were in the presence of a true super hero.

"Any one else want to ruin the party my friend's friend threw?" He questioned as he looked at the still bewildered guests. He turned to look at a particular man and pointed at him, making him back up instinctively.

"What about you?" The man quickly shook his head as he dropped the beer to the ground.

"Good." Peter said smugly while glancing at MJ who rolled her eyes, although a small smirk was growing on her face. Peter smiled under his mask until a noise killed the mood immediately, the whirring howl of police sirens.

**WEE-WHOO WEE-WHOO**

"Oh fuck…" Flash muttered as he face-palmed at what was to come. Several cop cars began to pull up to the front of the house.

Within the timespan of five seconds, all partygoers were dashing off the lawn and into the street as police exited their cars and began to round up the wild teens.

MJ saw Flash groaning in annoyance while Campbell patted him on the back. "Silver lining here Thompson, ya get to go down with a bang." She said. MJ smiled sympathetically before she saw the panicked look on Mattie's face.

"Hey Mattie?" Mattie spun around to see MJ giving her a concerned look. "Huh? No I-I'm fine! I-uh…" "Mattie?" The girl looked at the rapidly approaching cops before looking back at MJ with a panicked expression.

A light thud was heard behind the group and all four teens looked up to see Spiderman perched on the roof. Underneath his mask Peter was grimacing at the arrival of the cops. He looked down at the stunned teen, with the exception of MJ who gave him a curios look.

Doing his best to muffle his voice, Peter spoke. "Sorry about the cops Thompson didn't realize the neighbors would call the cops. For what it's worth, this looked like a cool party." "Yeah…" Flash said as the three tens still stared awe-struck by the hero's presence.

"Hey Spidey!" MJ called out pointing at a still panicking Mattie. "What's her deal?" Peter asked, trying to keep a neutral tone while inwardly growing concerned for his friend's well being.

"I think you need a ride, right?" MJ said while looking at Mattie. "Well…I-uh…I think…" Peter caught on to MJ's suggestion. "Say no more. I got this."

Spider-Man dropped to the ground, and faster than they could react, scooped Mattie up and leapt into the air, firing off a web-line to swing away.

* * *

The teens watched as their friend and hero swung away. "Aw man…" Flash groaned as he saw the two disappear. "How am I suppose to compete with that?" he muttered before looking at the mess that remained of his party.

"And I gotta clean this up! Man where is Peter?!" He yelled before storming off to look for his friend. Campbell smirked at the scene and looked at Mary Jane who wasn't looking so well.

"Hey…you okay Red?" She asked as MJ lightly gripped her stomach. "I-I'll be fine…just a little nauseous." She said as she walked away. Campbell stared after her for a moment and then went back in the house to help Flash.

* * *

Spiderman swung through the air, with Mattie clinging to his back for dear life. Despite the danger, Mattie was having a blast. She screamed and hollered out in joy as she finally got to swing with her number one idol.

Peter smirked under his mask at how exciting this was for people. 'I forget how some people can't web-swing. Sucks to be them.' he thought while he rounded a building and fired off another line.

"So which one is your apartment?" Peter asked to keep up the illusion that he didn't really know the girl. "Huh? Oh! That one near the fire escape!" She shouted while pointing towards the building ahead of them.

He fired off a web-line and pulled them towards the building where he clung to the stone's surface. He climbed up several stories until her reached Mattie's floor. The girl leapt from his back and gracefully landed on the fire escape.

"Your pretty good." Spiderman said as the girl climbed in through her window. "Uh-yeah! I do a lot of Parkour!" She said quickly. Peter frowned under his mask. 'She needs to work on lying.' He thought privately. Now that his adrenaline rush had worn off the familiar tingling sensation returned, sending a pleasant tingling throughout his body.

"Ugh…" he muttered as he felt the sensation return. "Are you okay?" Mattie asked. Peter turned to look at her. The feeling only got worse as his eyes began to roam over Mattie's body, hovering over her petite curves as dirty images began to flood his mind

Spiderman shook his head, forcing the dirty thoughts away. 'What the fuck is wrong with me?!' he mentally raged before nodding his head at Mattie. "Yeah…That Geldoff guy was tougher than I thought…but uh…I'll see you around I guess!"

Without another word Spiderman leapt from the balcony and dove towards the ground before firing off a web-line and swinging towards his warehouse. The pleasant sensation was gradually growing weaker, but it didn't subside completely. His mind began to drift towards, Mattie and MJ, but even the Black Cat, Silver Sable and Kitty Pryde. He mentally cursed as he felt himself get hard beneath his costume.

* * *

He landed on the roof of the where house and opened the window to allow himself to drop into his secret residence. He stumbled when he hit the ground and leaned up against the wall of a nearby column. "Unn…" He moaned as he took several deep breaths to calm his raging hormones. Again the dirty images flashed through his mind.

Peter moaned again as he felt his hand instinctively travel to his pants. He slowly moved his hand inside his pants and grasped his aroused member before gently tugging on it, making him moan out loud a surge of pleasure shot up his spine.

Ever so slowly, he began to stroke up and down as the images continued to flood his mind. He moaned out loud as he saw MJ and Mattie dancing like they were at the party. The Black Cat flashed into view in her skintight cat suit that hugged her voluptuous form. He continued to stroke himself up and down until he felt the familiar high coming.

He moaned out loud as he finally hit his climax, spilling his semen all over his hand. After several minutes he finally came down from the extreme high that his actions had placed him in.

"Wha…what's happening to me?" he muttered as he slumped to the ground. After taking several more deep breaths, he finally felt his body calm down as his arousal subsided. Never before had he felt as aroused as he did then, nor had any sexual fantasies his teenage mind concocted were as detailed as that.

"This night…just keeps getting crazier…"

Peter stood up from the ground and walked towards his makeshift lab. He removed his mask and dropped it on the table. He could felt the sweat on his forehead as he removed one of his gloves before unsheathing his talons.

He tightened his fist and cringed as he felt the pain of his claws sink through the palm of his hand. With his free left hand he pulled a microscope slide and placed it underneath his bleeding hand to catch several drops of blood as they fell.

The blood splattered on the slide, coating the glass in blood. He placed the slide underneath the microscope and zoomed in. "What the…?"

Peter's blood didn't just contain red blood cells but white ones too, an indicator of an infection. He watched as the white blood began to attack several strange cells that seemed to have formed. "What are you?" He muttered to himself before taking a scalpel and placing it on a separate slide.

He removed a chemical testing kit from beneath the workstation and began to test his blood. After about ten minutes of testing the results startled him. In his blood were several chemicals that were in much higher quantities than normal. After a little research from some scientific databases, he found that these were key components in animal pheromones used to attract mates.

"How the fuck did this get in my blood stream?"

* * *

**Watson Household, Queens**

"The fuck…?" MJ groaned as she leaned over her toilet that was now full of her vomit. After returning from the party, she immediately rushed to the bathroom and began to vomit. She didn't remember drinking or eating anything at the party so her reason for being sick was a full-out mystery to her.

"Ugh…maybe Aunt Ana has some Dramamine." She muttered before she reached for the cabinet and opened it. Unfortunately for her, the cabinet door had been holding several loose items, and with its removal, they all came tumbling down on the fiery redhead.

"Gah!" she screamed as the boxes bounced off of her. "Dammit." She muttered as she began to sift through the various items. She grabbed one box and pulled it up until her eyes read the label.

"What the?" In her hand, she held a box of pregnancy tests. MJ stared at the box in shock. As far as she knew her aunt wasn't involved in any relationships of that kind. "Why would she have this?" she wondered out loud before a thought crossed her mind.

She had heard rumors at school about morning sickness. MJ had always dismissed those as she was on the pill. But the pill worked for normal people, but Peter was not normal.

MJ's hands began to shake slightly as she looked at the box in slight fear. What if she…? She had been sure to take the pill the next day, but if by chance…

She finally steeled herself and removed a thin stick rom the box before looking at the toilet. "Here goes…" she said nervously.

* * *

**Midtown High, Next Day.**

Peter walked through the halls of his dreaded high school, exhausted. The previous night he had spent examining his own blood to try and discover how he had been dosed with the pheromone, he highly doubted he had been drugged through drink or food, he hadn't done eaten or drank from the refreshments at the party. Peter also doubted someone was wearing it as a perfume.

He walked towards his locker and opened it to place his books in his bag while looking at the small sample of blood he had kept in a syringe. He place the vial inn his locker and closed it. He turned around to find MJ standing behind him.

"Oh! Hey MJ.' He said while shifting his bag onto his shoulder. "Hey Pete, can I talk to you?" She asked fidgeting nervously. "Um…aren't we talking now?" he asked while shifting his own feet in anxiousness.

"Is…is everything okay?" Peter asked, not liking the awkward silence. "Uh-yeah…you know…after you left the party…I started feeling sick…"

"Are you okay?"

"Huh? Oh yeah! I haven't caught anything but…I-uh…took one of these." MJ held up pregnancy test. Peter's eyes widened at the sight.

"MJ…are you….?"

"NO! No! It came back negative…I juts thought….that uh…"

"Yeah…" Peter said as the awkwardness increased. "Well…uh…adding on to this…um-awkwardness, I got dosed with some pheromones last night." Peter said.

"What? You mean that stuff used to attract animals?" Peter nodded his head. "Why? How?"

"Still figuring that part out. It messed with me head a bit and I…uh…" "Got horny?" MJ asked with a miniscule smile. Peter blushed red and nodded his head.

"Well…it wore off now right?" "Yeah, my healing factor really went at eliminating it. But maybe…" he said thinking over last nights events. "Hey…can I take a blood sample?"

"What?" MJ asked again at the odd request. "I'm not entirely sure that I was the only one affected, and gender does determine a pheromones affect. I saw some other girls looking dizzy when that feint spell hit you, remember?"

MJ thought this over for a minute before it clicked. "Hey…you're right! The other girls started looking kinda woozy after the dancing started." "Give me your wrist." Peter said. MJ extended her wrist while Peter extended a single talon that pricked her finger. He quickly removed a microscope slide and pressed MJ's finger to it.

"Do you always carry lab equipment around with you?" MJ asked.

"Do you not?" Peter replied sarcastically with a smile, earning him one in return.

Their good mood died when an angry voice shouted out. "Hey! Parker!"

Peter and MJ turned their heads to see Flash storming towards the pair. "Hey man! What's—" Peter's spider sense blared to life right as Flash grabbed him by the collar and pinned him against the locker.

"Hey!" MJ shouted as she saw her boyfriend being manhandled by one of his best friends. "Where were you man?!" Flash yelled.

"What?"

"The party! After Spiderman took off me and Campbell went looking for you and you weren't there! You promised that you would help dude!"

'Oh crap!' Peter thought. The affect of the pheromones and his scuffle with Geldoff had completely forgotten about his promise.

"F-Flash I'm sorry I f—" Flash wouldn't here him.

"Man! I thought out of all my friends you would have my back! Guess things really have changed when I was in that coma!" Flash roughly shoved Peter up against the locker and let him go before storming off down the hallway.

"Oh man." Peter muttered. His friend had asked him for his help and he had let him down, badly.

"Peter…" MJ said gently before Peter walked away. Unknown to the group, Mattie had seen the fight and was concerned as all get out.

'I need to fix this.' Mattie decided and took off after Flash.

* * *

MJ watched as he boyfriend walked into class with his head hung low. MJ let out a sigh, as she needed to find a way to explain why Peter disappeared after Spiderman showed up. She thought this over for a few minutes before finally settling on an excuse that could explain his disappearance.

She turned around to walk into class but was halted by none other than, Jessica Campbell. "Hey red, how's it goin?"

"Not well. I just saw Flash nearly pound Peter skull in." "Well he kinda had it coming."

MJ stared at the senior with a look of shock. Campbell caught on to the girl reaction fast enough to explain herself before they graced the school with a catfight.

"Hey, he promised to help Flash out, but he bailed. Also…don't you think it was a little suspicious that Spiderman showed up minutes after your boyfriend left to get 'help'?" Campbell asked.

MJ wore her best poker face before answering. "Well yeah, Pete had to call the guy for help!"

"What?" Campbell asked in disbelief.

"Yeah, don't you think Spiderman would find out who's taking his pictures all the time? Peter told me the guy met him. They're kinda buddies, but the dude is so paranoid that he won't say squat about who he really is!" MJ exclaimed trying to sound as infuriated as possible.

Campbell was clearly not expecting this reaction. "So…your boyfriend…"

"Yep."

"Knows Spider-Man?"

"Yep."

"The wall-crawling vigilante?"

"Mhmm."

"Holy shit."

"Yeah.

"So he called him…for help?" "The dude saves civilian from casual muggers all the time! Public disturbances are like his shtick." MJ replied smoothly, glowing on the inside for her quick thinking.

"So where'd he go afterwards?" "Well…that's where things get…embarrassing." MJ said sheepishly.

"You know when I left I wasn't feeling so good?" "Yeah, I remember you looked like you'd eaten some shitty Indian food."

"Yeah well earlier me and Peter had drunken out of the same cup…but I think it might've been roofied or something because Peter was puking like crazy before his aunt picked him up. I vomited up mos—"Okay I get it! One of the college jackasses must've spiked the punch as a joke."

"Yeah. But now Flash is pissed and Peter feels guilty." MJ said before looking at her class, which she was no doubt late for now.

"I'll handle Thompson. You cheer up your boyfriend." Campbell said before walking away. MJ smiled as she walked into her classroom, ready to be chewed out by her teacher.

* * *

**Triskelion**

Jessica drew decapitated another combat droid with a powerful kick, flooring the headless machine. Another robot shot forward but was stabbed through the head by a bone spike, jutting out of thin air. Jessica scowled beneath her mask as the form of Kaine became visible, the stealth suit regaining its dark-blue and red color scheme.

"You're slipping sis." The clone said while sheathing his stinger. He turned to see Jess glaring at him, her fingertips sparking with green electricity.

"Do NOT call me sister!" She snapped.

Kaine smirked under his mask as his sister's frustration and anger. Se had tried to kill him on several occasions after he had attacked Peter. Electrocution, 'accidental shooting' on the firing range, and trying to hurl combat droids set to lethal. Despite it all, Kaine took it all in stride as if he was living for the first time.

Jessica glared at her brother's clone with hatred, frustration and malice; loath was actually looking kind of weak. To make matters worse, he was actually following orders for the most part, although aggressive would best describe his actions while on his missions and even during training. Apparently Hawkeye's sarcastic manner had rubbed off on him and his banter was annoyingly like Peter's, which only made Jess more infuriated.

Black Cat was uncomfortable around him although he seemed to have no problems with her. To Jess and Felicia's further shock, Kaine had also slept with at least three female SHIELD interns in the days following Peter's confrontation with him. Fury hadn't been happy but Clint had laughed his head off on how fast he was able to bed three hotties who were actually a few years older them him.

Clint watched as the two 'siblings' argued on some of the pettiest of things. He smiled as he watched them fight, or more accurately, Jessica flailing at him while he avoided her blows.

"They get along like water and oil." Hawkeye said.

"Give it time. She'll come around." Nick Fury said as he entered the training room. "Has he been cooperating?"

"Unbelievably so." Clint said as he watched the clone avoided a shot of venom-blast that slammed into the wall.

"Kid is going to give me the biggest headache." Fury said while massaging his temples.

"Yeah, he tends to start a fight more than stop 'em."

"I was talking about Jess." Fury groaned.

* * *

**Cafeteria, Midtown High. **

Peter Parker sat at the table in the far side of the lunchroom, closest to the door. He sat alone, slowly eating his food until a gorgeous redhead sat down in front of him. He looked up from the table to see MJ smiling at him with a cocky grin.

"Did something good happen?" Peter asked as he went back to picking at his food.

"You could say that." MJ said slyly as she smiled at her boyfriend.

Peter's gaze lingered on his half-eaten tray of food. He dropped his fork and pushed the plate away from him before sighing.

"Well at least you're having a good day." He muttered.

"Hey cheer up tiger!" "How can I? Flash hates my guts now! Face it MJ, I fucked up."

"Well it's a good thing I was there to fix that problem!" MJ said proudly.

"What?" Peter asked in irritation. As much as he loved his girlfriend he was not in the mood for jokes or games.

"I told Campbell that we got roofied at the party and you nearly passed out. She's gonna tell Flash for ya." She said with a confidant smile. Peter stared at her for a full thirty seconds before he gave a response.

"What?" "Is that like your default word choice?"

"So we got roofied and bailed. That's the story? That's what you came up with?"

"Yeah, what's the problem?" "I just think there probably was a better one we could've used." "Oh bite me." She laughed playfully.

"Thanks MJ." Peter said genuinely earning him an ecstatic smile. Before the couple could enjoy their moment, the PA speaker crackled to life.

"**Peter Parker to the office. Peter Parker to the office." **Most of the lunchroom turned to look at Peter who stared up at the speaker with a questioning glance. He looked back at MJ who wore a similar expression. Peter sighed and grabbed his backpack.

"Great." He muttered before walking away."

* * *

**Office, 10 Minutes Later**

Peter walked towards the office with his backpack hung over his shoulder. He entered through the door and saw the receptionist sitting at her desk typing away at her computer console.

Peter stood in front of her desk and coughed once. No reaction. He coughed again but this time was louder. Still no reaction.

"Excuse me." He said, trying to hide his agitation. He was pretty sure he was failing. The receptionist looked up at him with a bored stare. She stopped typing and looked at him.

"What?" She said in an irritated tone, seriously this was her job! What was she missing out on?

"You called me up here like ten minutes ago." Peter said, relying on Kraven's training to stop himself from shouting at her in irritation. The receptionist looked at a pad on her desk before she spoke again.

"Yeah. The principal wants to see you." Peter sighed and walked past her as she went back to typing. He walked down the hallway that led to the principal's office and opened the door. He saw the portly form of his school's leader and a girl he had never seen before although she looked familiar. She had long brown hair and was actually pretty attractive if it wasn't for the 'touch and I'll cut off your balls' look she was shooting at Peter who simply glanced between her and the principal.

"Uh, you wanted to see me?" He asked as the principal looked up from the paperwork piling on his desk.

"Good to see you've finally come to join us Mr. Parker." The man said. "We've been waiting for fuckin' ever!" The girl shouted out. Peter looked at her and then back at the principal for a moment. The man sighed in exasperation. Apparently he had been dealing with her this entire day.

"So, uh, what do you want sir?" "To show this young lady, around our school." Peter looked at the girl and she nearly sneered at him. He turned his head to the side and looked at the principal.

'Come on Parker, just tell him you're not gonna show this bitch around school. You can do it…'

"Yeah, no problem sir."

'You pussy.' He privately thought to himself. This was the last thing he needed right now. He had dealt with someone like her from the X-Men already (See Ultimate X-Men ch. 10).

The girl grunted and got up from the seat before walking past Peter, a scowl present on her face. Peter watched her leave but stayed behind for a moment.

"Sir, can I ask you why I have to do this?" "Honestly? She's a problem child and I'm hoping a nice young-man like you who isn't ruled by his hormones can set a good example."

Peter gave him an unsure look but said nothing, closing the door behind him.

He walked past the receptionist who didn't bother to bid them farewell or even acknowledge their existence. They exited the office and walked into the hallway.

"So, I guess I'll start the to—" "Whatever just make it snappy dipshit." She snapped, not bothering to keep her voice back. Peter had to admit he was pretty taken aback by her hostile attitude. But the more she acted out, the more familiar she seemed.

"O-okay…" he muttered before gesturing for her to follow him, which she did. Peter stayed two steps ahead of her, not trusting her not to hit him if he so much as glanced at her wrong.

"That's the Chem Lab." He said while gesturing towards the filled classroom that glanced at the door as the pair walked past them.

"Whatever. Just finish the fucking tour so I can go home ya little shit." She muttered. Peter turned around and glared at her, an action she repeated with even more malice. Peter glared into her dark brown eyes before his own widened in mild shock.

"What you lookin' at ya perv?" She nearly growled, for a brief second, her hands flashed. Peter recomposed himself before turning around, the gears in his head grinding together as he realized who she was.

'Fucking. Hell.' He muttered in his head. Bombshell. The girl who had toppled half of a building on him was now a student at his high school. That was fucking great.

"Okay, listen…" Peter started before a massive sound echoed across the campus.

**BOOM!  
**

Peter easily stood despite the near earthquake level tremors that hit the school. He looked to see if the Bombshell, just realizing he didn't even know her actual name, was still standing. To his surprise she looked mortified.

"Oh no…" She muttered before dashing off down the hall. Directly towards the source of the explosion.

"Fuck!" Peter muttered before running after her. He stopped when he saw the stairwell that led to the roof. He looked at the rapidly disappearing form of Bombshell and then back at the stairwell.

"Time to go to work."

* * *

**Outside the School, Parking Lot**

Another car ignited in a glorious display of fire as another explosion echoed through the vacant lot. Geldoff reveled in the destruction he could cause with just a flick of his wrist. Everything he saw disappeared in a flash before crashing back down to earth in a ball of fire.

"Hahahahahahaha!" He cackled as he destroyed another car. The vehicle smashed to the ground in a twisted heap of scorched and burning metal. He could feel the heat emanating off the wreckage and breathed in the hot air.

"Ahhh…vhy can't zee hold world be on fire?" "Because no one likes burning to death shit for brains!" a feminine voice screamed. Geldoff smiled as he recognized the voice of the very person he had come here looking for.

He turned around to see the raging form of Bombshell glaring at him with murder in her eyes. Despite her obvious fury, Geldoff couldn't help but smile at seeing her again.

"Lana…" he breathed out. He took a step towards her before immediately stepping back to avoid a haymaker. Lana snarled and through another punch that Geldoff barely dodged.

"Lana my love vhy are y—" "Don't give me that shit!" She screamed as her fingers began to glow with energy. Geldoff too a few more steps back as his Ex-girlfriend glared at him.

"You know why! What the fuck are you doing here?!" "I came here for you!"

"I've told you before we are over!" Lana screamed before a blast of energy erupted from her hands. Geldoff was sent fling back where he slammed into a car, leaving a sizable dent in the metal vehicle.

Geldoff struggled to move as his former flame raised her hands, both sparking with yellow energy. Geldoff looked at her with pleading eyes, and for a moment, Lana hesitated. She saw the sheer pain of rejection in the man's blue eyes before she quickly squashed that lingering guilt. The boy she loved was dead the second he had killed those police.

"Get out of here. Before I blow your fucking face off." She said before lowering her hands and turning around. Geldoff watched as she walked away. He felt tears threaten to fall before they were washed away by a tsunami of anger.

"GRAAAAHHH!" He roared as his hands erupted in a deep orange flash. Lana turned around and was balsted off her feet by the explosion. She crashed into the asphalt where her head collided with the ground rendering her unconscious. Geldoff snarled as he walked towards her limp form.

His hands burned with psionic energy as he gazed at the woman he thought he loved.

"If I can't have you…NO ONE CAN!" He raised his hands as he prepared another explosion.

A immense pain erupted from his back as he felt himself fly off his feet and slam face first into the concrete. He could feel his nose break from the impact, blood gushing from the wound.

"GRUUHH!" He screamed as he gripped the bleeding appendage. "Mah mose! Uou vroke mah fuukin' mose!" the mutant roared in agony as he looked up at his attacker.

Spider-Man loomed over him like a predator about to finish of his prey. "Maybe we should pick off where we left off. I believe that was me planting my foot firmly somewhere between your spleen and colon."

Geldoff let out a snarl in response to the hero's boast and threw up his hands. Spiderman's leapt back as his spider-sense warned him of the impending danger. The concrete exploded in a shower of rubble that fell like rain.

Spider-Man leapt into their, shooting off a volley of webbing that detonated in midair. Geldoff focused on every spot Spider-Man landed on causing them to explode in a flash of orange.

"Die you nuisance!" Geldoff roared as he unleashed more and more bursts of explosion bathing the pavement in fire. Spider-Man leapt over the blonde man while throwing a slim silver capsule at the enraged mutant.

"You don't learn do you!" he shouted out as the object exploded. Unlike the previous explosions know smoke appeared, instead a massive bundle of thick silverish-goo landed on Geldoff sticking to him like glue.

"Gaaahhh!" He struggled to remove the gooey substance from his body before he felt himself being hoisted into the air. He looked down to se the rapidly shrinking parking lot.

"Aaaahhh!" he shrieked as he saw that he was being lifted into the air by Spider-Man. "Put me down!" he roared as he pointed a newly freed hand at the wall-crawler.

"One: Poor choice of words! Two: I've got your Ex with me." He gestured to the unconscious girl that was stuck to his back via his powers. Geldoff reluctantly lowered his hand as they landed on the roof of the building adjacent to the high school.

Spider-Man tossed Geldoff to the ground as he struggled to remove the webbing from the web grenade. Peter in the meantime gently lowered Lana to the ground and webbed up her bleeding head.

"I'll say one thing, you guys give a new meaning to the phrase lover's quarrel."

"Shut up! You don't know anything about us!" "No? Let me take a guess. Two mutants meet, have some 'explosive' chemistry between each other, fall in love, you fuck it up, she wises up that you're not her Romeo and she leaves you. And you in a furious rage come here to try and get her attention via explosions. That about right?" Geldoff glared at him in silence, unintentionally answering the teen's question.

"Ha! Knew it. Sherlock Holmes can go suck it." Peter declared proudly. "You have no idea what she means to me…" Geldoff started.

"Save it lover-boy. If you really loved her you would've accepted her decision! Instead you use those powers of yours to terrorize her and a school! You have a responsibility to use those powers for a greater purpose!"

"Like being a hero?!" Geldoff exclaimed before bursting out in a fit of laughter. Peter glared at the man as he slowly stopped his laugh.

"You really believe that shit?! They hate us! Mutants, super-heroes…sure they love us now…but give it time. They need you now. But once you've locked up all the super-villains and crooks out there…they'll turn on you. Because for all the monsters and freaks you put away, they'll always be one left. You."

Peter's eyes narrowed under his mask as his fists tightened. "I'm giving you one last chance. Give it up."

Geldoff rose to his feet, hands alive with explosive energy. "Not a chance…"

Before either could make a move Geldoff seemed to shrink several feet. The surprised men looked down at the ground to see the mutant was literally sinking into the roof.

"What the f—" "Sorry!" An overly cheerful voice said out loud. Both Spider-Man and Geldoff turned to the side to see a beautiful brown haired girl in a yellow and black suit. She had skin-tight shorts and black leggings that reached her mid-thigh. Her upper uniform consisted of a form fitting yellow top.

Kitty Pryde smiled at Spider-Man who was surprised to see the young teen here at his school.

"Kitty?!" "Vhat is this?!"Geldoff exclaimed as he struggled to free his legs from the sink-hole like roof.

"Aww, he's got that cute little accent quirk like Kurt does." Kitty said rather flippantly. "Um…Shadowcat?" Peter asked drawing her attention.

"Yeah! What's up?" "Uh…don't take this the wrong way but, uh…what are you doing here? Alone?"

"She's not alone." A regal voice said from behind him. Spider-Man turned to see two gorgeous women in X-Men uniforms standing near the edge of the building. Behind them was a shimmering form, indicating that the X-Jet was cloaked behind them.

"Uh…Storm and Jean Grey…right?" Peter asked as he looked at the Redhead and African goddess.

"I see the professor told you about us." Storm said before turning to Jean. "If you would." "Right." Jean's eyes glowed an intense purple before Peter heard a moan from behind him.

He turned around to see Geldoff gripping his head, his eyes glowing a similar color to Jean's. After a few seconds he stopped moving.

Kitty pulled him out of her makeshift sinkhole and dropped him on the solid ground. "Well! Done and done." She said while patting her hands together.

"What are you guys doing here?" Spider-Man asked. The three women turned to look at him as if he'd grown a second head.

"Come on man! We're the X-Men! Mutant problems are our shtick!" Kitty said.

"Oh right." Peter said while rubbing the back of his head, feeling stupid for what he had said.

"Hey no prob! We just came here to drop this troublemaker off to SHIELD." Kitty said.

"I think we'll need to take her too." Storm said as she looked at Lana.

"No. I'll take her to the hospital." The trio of women looked at Spider-Man who was already moving to assist the unconscious girl.

"She tried to stop him. If anything she deserves at least one more chance."

"Alright." Jean said before using her telekinesis to lift Geldoff into the jet. Kitty ran towards Spider-Man.

"Hey! I just want to say thank you for helping to save Mercury. That was really great." "Hey, what kind of hero would I be if I didn't?" he said before leaping off the building and swinging out into the city.

* * *

**Hospital, Three Hours Later**

Lana lay in her hospital beds as the monitor's and medical equipment filled the room with steady beeping. The brown haired girl turned to the side and slowly opened her eyes. It took her a minute to realize that she wasn't in her apartment or at some dingy club.

She groaned as she felt the throbbing pain in her head. She lifted a bandaged hand to her head and felt that it was bandaged as well. She looked around the clean room and saw she was in a hospital room. She looked to her right and saw she was handcuffed to the bed. A small amount of panic began to set in as she desperately tugged against the cuffs

Her hands began to glow a bright yellow as she aimed at the metal restraints.

"I wouldn't do that." A voice said. Lana whipped her head to the side, earning her another throb of pain from her head. A lone figure was sitting on the windowsill of the room, his eyes reflecting a white light.

Lana reached for the light switch to give here a better look until a blast of silver sludge slammed into the switch, blocking it. She again turned to face the intruder only for what little moonlight that was visible to stream through the room.

The man was of a lean and muscular nature but was slightly shorter than she was, if only by an inch or so. Spider-Man gazed at her awe-struck and slightly terrified look as she saw the vigilante she had put through a wall.

"Easy, easy, I'm not here to hurt you, Just wanted to make sure you were okay after the concussion your ex gave you." At those words Lana remembered everything up until she blacked out.

"Ugh…that selfish jackass!" She muttered. "Well I put in a good word for ya…" Spider-Man said, earning him a look of confusion from the brunette.

"Don't get me wrong, Geldoff is getting locked up and you are technically on a parole trial, but you did try and save the school so that probably helped. I'm not saying it going to be easy, those news-hawks were all over the place."

Lana glared at the floor as she realized what that meant. "So my whole school knows I'm a mutant, huh? That's just fucking great." She muttered in pure frustration. All the effort she had spent concealing her powers after her robbery to get some quick cash, the fake identity, fake transcripts, everything just burned up like everything she touched.

"Goddammit!" She roared. She slammed her hand into the edge of the bed and cringed at the pain. Tears threatened to fall from her eyes as she tried to think on an out.

"Stop that thinking." Spider-Man said suddenly surprising the girl. "Life's hard. That's a fact. And there's no short cuts or easy outs in this situation. But if you really want to go clean, you'll go back and face your problems. I've talked to the authorities and SHIELD. They're willing to give you a free pass and so am I."

He stood up from the windowsill and lightly gripped the window frame so the rest of his body was hanging outside the window.

"But if you go crooked, I will beat you into the ground. Take my advice; you have a power for a greater purpose than just petty desires. Use it responsibly, you choose what you are, not them. So take my offer, don't fuck it up."

With that said, the masked vigilantes leapt from the hospital room leaving a confused, scared, and awe-inspired Lana in her bed.

* * *

**Another chapter done. Sorry for the late update, real life and work plus school equals little free time. Hope you liked what I did to Bombshell's character. I'm planning on her to start a friendship with the upcoming super-heroine Jewel when I get to her. Also been working on my X-Men story and halfway through the Magnetic Calamity arc, part 3 coming soon! If you have any requests or question shoot me a review or a PM. **

**As always please Follow and Favorite, and your dedication is most appreciated!**


	42. Chapter 42: Doc Oc

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners. **

**Chapter 42**

**Doc Oc**

* * *

**Hammer Industries, 11:00 pm**

The late shift was the worst in Thomas's opinion. He and his coworker were stuck in the graveyard shift of guarding the halls of one of many Hammer Industries' private facilities. What went on in these places was above his pay-grade.

It was bad enough having to deal with Justin Hammer and his secretaries badgering them every ten minutes whenever some tiny mishap occurred in the facility. Sure it was their jobs, but did the top brass have to be such dicks? While the management was a pain, the true nightmare was Justin Hammer himself.

While people complained that Tony Stark was a self-obsessed, alcoholic playboy, no one could argue that he was more charismatic and at least treated his employees with the respect they deserved. For Hammer, he was the biggest and most narcissistic rich old asshole that everyone loves to hate. He made it too damn easy as well!

The man was a billionaire but spent no money for charity and only focused on getting more. What was worse were the rumors about him and the very facility Thomas was supposed to be guarding. They said that Hammer had paid or blackmailed people into being subjects for illegal genetic experiments. The destruction of one of the plants across town was due to two of the experiments getting free. One of them was supposedly that Electro guy Spiderman beat a few nights ago.

"I tell ya Mick, I need a new job." Thomas said as he looked at the crappy hand of cards he had. Mick looked at his coworker and back at his equally terrible hand.

"Why's that Tommy?" "You know damn well why! We're working for a jackass that pays us shit for a job that even hired mercenaries would get scared off from!"

"You're exaggerating."

"That's not the point! You've seen what those freaks can do! I bet ya a hundred bucks that Spider-Man was one of theirs!" Mick looked up at his fearful colleague and sighed.

"Yeah? So the why is he out there saving people? Why did he bother to stop that Electro freak?" "I don't know! But he could be!"

"Tommy-boy, ya need to cool it before the top bras—" The lights suddenly began to flicker, causing the two guards to look at the ceiling in distress. The power suddenly cut out, leaving the men in total darkness.

"What the fu—" "Calm down goddammit! I got my flash-light and so do you genius." Mick stated irritably. He clicked the black flashlight on and shined it around the room, his hand resting on his side arm. Tommy followed his partner as they walked out of the security room and headed towards the generator room.

* * *

"If Hammer's so rich why can't we have back up generators?" Tommy growled in agitation.

"We do have back ups stupid. They just didn't turn on. Which is bad for us for two reasons."

"Yeah? What are those?" "One: that means were fumbling around in the dark while the alarms and cameras are down. And Two: that means somebody is already in the building."

Unknown to the guards, two metallic tentacles descended from the ceiling slowly. The metal appendages opened their clawed hands to reveal a glowing red orb n the center of the arm. The metal claws slowly approached the unsuspecting guards.

Faster than it could be heard, the arms lunged forward, coiling around the startled guards and squeezing tight. A sickening crunch noise could be heard as the men went limp in the machine's clutches.

Their lifeless bodies hit the floor with an audible thud.

The two arms braced themselves on the ground as two more joined them. A man in a deep green trench coat was lowered to the floor by the four arms. He wore a pair of dark goggles over his eyes and spared a single glance at the two dead men on the floor.

* * *

"Pathetic imbeciles."

His arms proceeded to lift him off the ground and carry him towards the main lab housed in the facility. He approached the thick metal doors and lowered himself to the ground. His four clawed arms shot forward, impaling the metal obstruction.

The arms began to writhe as they peeled back the thick steel like an onionskin. The arms succeeded in wrenching the blockade off its hinges and onto the floor. Allowing the man to proceed into the lab unhindered.

He strode into the laboratory without a care in the world. He looked around at the devices strewn across the room and smirked.

"These moronic fools have no idea what these marvels could have been used for. Hammer is such a short-sighted man."

Dr. Otto Octavius continued his stroll through the room as he came across a large refrigerator coated in plexiglass. One of his arms shot forward and pierced the glass with ease. It ripped a large cooler free from the fridge allowing steam to vent off the machine. The cooler was roughly 4 by 6 with a metal lining and several technical monitors attached to it. On its side was a biohazard-warning label, a sign that Octavius believed irrelevant.

He opened the cooler to gaze upon its contents, namely a large number of frozen stem cells of various subjects who volunteered or were 'coerced' into Hammer's experiments.

"I swear my work will not be stalled! I am the messiah of the new world!" Otto muttered as he stared in fascination at the thin vials.

He turned around and lifted the cooler into the air with his tentacles. He strode out of the room and mad his way towards the facilities exit.

As he passed the doors that lead to the empty parking lot, several small robots with flailing metallic tendrils approached him. These miniature drones scurried towards the madman and climbed into his coat' pockets.

"Good work." Octavius said as he lifted a robot to his face. The machine writhed free and scurried down his arm until it pocketed itself in his coat. He proceeded to walk down the street and into the darken alleys.

* * *

**Daily Bugle, Next Day**

"And both guards are dead with no witnesses!" J. Jonah Jameson screamed throwing a report Ben had typed up.

"This is a disgrace! This paper is supposed to be at the forefront of the news but we have nothing!" JJ screamed in anger, causing most of the staff outside to flinch slightly. Peter sighed as he leaned on the windowsill attempting to tune out his boss's rant.

'Two guards dead, the power cut, and an unknown cooler was stolen. Whatever was inside of it must've been valuable. And knowing what Hammer is capable of, it's dangerous too.' Peter thought as he went over his meeting with Captain Stacy.

'The metal doors were pried opened and the guards were killed by extreme force on their bones, crushing them to death. They said it looked like around 5 tons of pressure over the whole body. Definitely a super-crime.'

Peter was interrupted from his musing by Jameson knocking a potted plant on the ground in his tantrum. Peter looked up at Norah who gave him a slight smile before she looked at Ben who was in the middle of being chewed out by JJ himself while Robbie Robertson rolled his eyes with a smile. Peter let a miniscule smile form on his face before he felt his phone vibrate.

He pulled out his mobile and saw the caller ID was MJ. He looked up at Norah pointed towards the door which Peter quickly made his way to. He stepped out of the large room and into the hallway. He opened the phone and spoke.

"Hello?"

"**Hey Tiger." **

"Listen babe, I'm happy that you called but…"

"**I know you're at work Peter but you told me to call about the blood test."**

"Oh! That's right! Thank you so much! I ran the blood and found similar chemical to my blood in yours. The key thing was while the chemicals in my blood triggered arousal and sexual desire…yours was revulsion. Almost like it was meant to repel you."

"**Like that defense mechanism that animals used when threatened?"** "Yeah. I'm still trying to figure out how we we're exposed. Its possible it was a mutant."

"**You don't think it was on purpose do you?" **"I don't know…from experience I can tell you that mutant powers are not easy to control. Whoever it was might have done it by accident. I'll get back to you though…I think Jameson is screaming my name."

"**Good luck Tiger." **

Peter hung up the phone and entered the room where Jameson was indeed shouting his name.

* * *

"Parker! Parker! Where is that stupid –lit—" "Here boss." Peter said raising his hand to show he was still present.

"Get your ass over here!" Jameson shouted. Peter walked forward where Jameson grabbed him and shoved him towards Ben. Peter quickly steadied himself before he hit the reporter. Peter glared at his boss who threw an orange envelope at him. He looked at the envelope and then back at JJ.

"There's your assignment you and Urich get out." Peter glared at his boss before he walked away with Ben. The older man opened the door and allowed Peter to exit first before he followed. They entered the elevator and Ben pressed the floor button and the elevator doors closed.

"Jameson is really pushing my tolerance levels." Peter snarled as he thought about punching his employer for being an asshole, the fact that he had made Mattie cry didn't help his case. He quickly pushed the thought to the back of his mind, doing that juts might kill the guy, and Mattie wouldn't like that.

"He's an asshole, but he pays us a fair wage." "If it was 1927." Peter growled out causing Ben to laugh. "Kid I tell ya you've made this place livelier than it's been in years." "Really?" Peter asked feeling slightly honored.

"Yeah, first you get the photos od Spider-Man, then the Beetle incident," Peter cringed at that incident, it had been a wake up call that his life was more deeply intertwined with his secret identity than he would like to admit. "and then you and Norah got evidence on Hammer. And by the way that's where we're going."

"Really?" Peter asked.

"Yep."

'Awesome'. Peter thought as a smile graced his lips. This was the chance he needed to investigate the cause of the disturbance last night and to get some condemning evidence to crucify Hammer.

'Justin Hammer, your days are numbered.'

* * *

**Elsewhere**

A massive cooler slammed into the side of the warehouse wall, shattering it and spilling its contents onto the ground. The glass vials smashed to the ground as Otto Octavius roared in anger, his tentacles snapping their claws and imitating his actions as if they were his own.

He was lost in fury. The cooler had been filled with stem cells, but they were human cells. He slammed his fist into a wall and his mechanical arms mimicked his actions, piercing the stone wall with ease. He wrenched his arms free of the concrete and glared at the broken vials on the floor.

Hammer had hidden the genetic stem cells of all his little side-projects and replaced them with the standard human cells. Octavius lifted himself into the air with the aid of his arms and walked toward the upper rafters of his warehouse where he lowered himself onto a makeshift deck outfitted with several computers. One displayed a press conference where Justin Hammer himself was giving a report on the robbery.

"Just you wait Hammer…I will not be denied!"

* * *

**Outside Hammer Industries**

Peter looked up at the podium and glared at the elderly man that was speaking. Peter toned out the pitiful excuses he was spewing; instead, he chose to focus on the best way to rip his life apart, both figuratively and literally.

Ben looked down at the young photographer who was glaring daggers at Hammer. Ben looked between the two men and smirked. Apparently Parker had a grudge against Hammer. Like everyone and their mothers.

"Relax Peter, Hammer will get his dues eventually."

"Is that a one way trip to hell with pit stops in torture and humiliation?" Ben looked at the teen whose eyes were still locked on Hammer. "I thought Norah said that you were a nice kid. What happened to that guy?"

"I'm nice to my friends. Hammer is an asshole on my shit-list." Ben began to chuckle at the boys obvious hatred for the millionaire. Peter gave Ben a quizzical look before the man ceased his laughing.

"Sorry kid, but your way behind a whole lot of people who want this son of a bitch dead." Ben gazed up at the old man who continued his speech on how his employee's safety was his top priority.

"That is such bullshit." Peter muttered. Ben nodded his head in agreement before turning to face Peter.

"The guy doesn't give a rat's ass about anyone's life but his own. Pete, you should probably know about a rumor." Peter turned to look at his senior.

"They're has always been secret talk of Hammer's experiments…but one gets passed around the most."

"What is it?" Peter asked. He could tell by Ben's tone that this wasn't the standard 'blown out of proportion' rumor with no backing. This was a secret that someone let slip.

"Hammer used his own daughter in his experiments. He gave her powers that killed her and he buried it under rumors and paid lies." Ben said with venom etched onto the words. The malice in his tone was not lost on Peter.

"I'm getting a sense of personal involvement here…did you know his daughter?"

Ben laughed a bitter laugh before shaking his head. "Never met her. Never even saw her. I was in the same position that you are in now. I was the photographer, and my mentor and I were investigating the rumor. We found a lead that would prove Hammer did it."

"And? What happened?" Peter asked, a foreboding sense of dread creeping in on the conversation.

"He let it slip to a friend and got shot in the back." "What?" Ben looked to the side and then up at the sky while he casually flipped his lighter open, and then closed.

"His friend gave the info to Hammer and was paid off. Our story went up in flames. Hammer got off scot-free, and our evidence was erased by the same asshole who sold it."

"I'm sorry Ben."

"No…it's alright. Just…just promise me one thing kid."

"Yeah?" Ben looked at the young teen with a serious glare before continuing.

"Never compromise your morals. Never sell out a friend. Promise me that." Peter nodded his head in response earning him a small smile from Ben. "Good. His speech is ending, get the camera ready." Ben said as Hammer's monologue ended.

As soon as he stopped speaking a flood of reporters began to blab dozens of questions, some of which he answered, but most he ignored as he made his way towards the exit of the conference.

Ben and Peter pushed their way through the crowd with Peter taking point. Using his enhanced strength he was able to push through the crowd with Ben following close behind. They made their way towards hammer before several menacing men in suits blocked their path.

"Back up."

"Freedom of the press." Ben said with a cocky smile earning the man's ire. "Back up." "Anything to say on the damage to the property?" Peter asked following up on Ben's line of questioning.

"Again, back away." The bodyguard snarled. By now more and more reporters and journalists had broken through to the limo and were blabbing their questions to Hammer who was desperately trying to avoid the questioning.

"Mr. Hammer has no comments about the burglary!" One guard shouted out.

"So there was something stolen! Wasn't there?" Ben asked smugly causing the guard to flinch as he realized his blunder. Ben smiled and turned to see Peter with his wrist outstretched. The teen slowly lowered his arm as a small smile formed on his face.

Ben frowned at his junior's actions, unsure of what he was doing. Ben backed away from the crowd, catching Peter's eye. Peter backed away from the edge of the crowd with a smile playing on his face. He had successfully tagged Hammer with a tracer. At least now he could track his movements.

He met up with Ben a minute later as the crowd still lingered around the limo like a pack of vultures. The two men hung back by the building's entrance, its metal doors ripped off their hinges leaving its hallway exposed.

"What were you doing?" Ben asked, pointing at Peter's wrist. "Oh, yeah my wrist has been messed up as of lately so I've been taking some pain-meds but the doc suggested I stretch it every once in a while." Peter replied, lying through his teeth. He had to give the old reporter his dues; the man was sharp on the details.

"That so? And you decided to do it on the job?" "It wasn't so bad!" Peter protested, holding up his camera. "I still got some good photos!" Ben shook his head, pretending to buy his story for the moment. No use in accusing the teen without knowing what he had done.

"Alright. Let get back to the bu—" Ben's words faded from Peter's attention as his spider-sense began to throb in his skull. Peter whirled around to see a man in a trench coat make his way towards the crowd.

"Hey Peter! Are you listening to me?" Ben asked as he saw the boy's attention locked on the crowd. Ben traced his view and saw the man wearing the trench coat. Ben had been around the block more than a few times, and he could tell that the man Peter was glaring at was not someone to mess with.

"Peter…don't do something stu—" Again Peter tuned him out as he walked towards the man slowly. The man turned his head slightly; his hat obscured the majority of his face, except for the sinister smile on his face. Peter stopped in his tracks as the man raised his head to show the face of Otto Octavius.

A long metal tentacle rose from under his coat and up to his face to remove the sunglasses that covered his eyes.

"Otto?!" Peter muttered out loud in shock.

* * *

Doc Oc's tentacles ripped out from the back of his coat and slammed onto the ground lifting him up into the air. The metallic coils lurched forward bringing him closer to Hammer's limo with each step he took.

The crowd turned to see the menacing villain storming towards Hammer's ride and quickly scattered, screaming as the metal arms slammed into the ground. With a simple thought, two tentacles shot forward and slammed into the limo, flipping it over.

Hammer and his driver were sent tumbling around in the car as it flipped into the busy street. Hammer was able to briefly recover for a moment before he saw an oncoming car. The driver reacted too late and crashed his own vehicle into the black limo. The sickening crunch of metal echoed through the street. Two more cars skidded to a halt but couldn't stop completely. The vehicles slammed into the dual collision adding two more cars to the wreck that now blocked the streets.

Peter was about to rush forward before his spider-sense flared to life. He whipped his head around to see Doc Oc hurl a news van into the crowd of reporters. The crowd scattered allowing the vehicle to smash into the ground where it violently rolled towards the two Bugle workers in its path.

Peter leapt back, tackling Ben and pinning them to the ground as the vehicle passed over them and crashed into the building behind them. Peter looked up from the ground and saw the fuel tank had been ruptured and the engine was smoking. His spider-sense screamed inside his head, urging him to run.

Peter grabbed the still shocked ben and pulled him to his feet. Pushing him forward, Peter ran. The two men had made its several meters before oil met flame and exploded in a shower of sparks and metal. The debris flew towards the duo, with Peter taking the brunt of the blast.

Unfortunately Ben took a piece of debris to the forehead rendering him unconscious. Peter crashed to the ground his jacket smoking, and looked up to see Doc OC strolling towards Hammer's downed limo. His arm flailed around like whips, casually swatting aside any bodyguard stupid enough to get in his way.

Peter looked down at been who's head was bleeding. Peter patch the wound with a quick web shot and removed his tattered jacket. He pulled his unconscious friend towards the side of the building away from the fighting.

He raced behind the dumpster to quickly change.

* * *

Octavius smiled in glee at the carnage he was inflicting upon his target and the frightened worms that surrounded him. Worms. Pathetic specimens of a bygone era. Octavious sneered at the fleeing masses and lashed out with his arms. The metal coils lunged forward, swatting and pinning people to the ground before they wee thrown aside into the street.

He made his way towards the pile of cars that were stuck in the street. His arms gripped the sides of four cars and threw them out of the way. They smashed into buildings and into the crowded streets, causing even more mayhem to occur.

He gazed down at the destroyed limo and used one of his tentacles to pierce the door and ripped it off its hinges. He glared down at the crawling form of Justin Hammer. The old man looked up at Octavius in utter fear.

Hammer was on his knees in the overturned limo. Blood trickled down from a gash on his forehead. His suit was dirty and torn while the man himself was paralyzed in fear. He could feel his heart pounding in his chest so hard it was painful.

"W-w-w-what…d-do you want?" Hammer managed to mutter through his ragged breathing.

A metal tentacle moved forward and wrapped itself around the corporate mogul, hoisting him into the air and bringing him closer towards the villain who glared at him.

"You miserable, sniveling, pathetic excuse for a life-form…" Octavius growled out, his metallic coils tightening around the man's body, exerting tremendous pressure onto the man. He struggled against the man's coils but the metal arms held firm. "You thought you could hide it from me…" Octavius sneered.

"W-what?!" Hammer questioned in fear, still struggling to free himself from the metallic coil. The pressure increased and Hammer screamed in agony as he felt his bones being pressed.

"AAAAAHH!"

"Where is it?!" Octavius roared.

"I don't know! I haven't a clue what you're talking about!"

"Liar! You knew I would come for the genetic experiments…you knew what I wanted…now give it to me! Give me all the DNA from your experiments!"

"N-no! That's my work! Y-you c-can't!"

"I can and I will! I'll peal the flesh from your bones until you scream out the answers I want!" "And I can't let that happen Doc!"

Otto world around only to be met by a punch to the face by Spider-Man. The web-swinging hero landed on the ground as his eight-limbed opponent regained his balance, but dropped Hammer in the process. Peter's punch had been enough to draw blood from the doctor's mouth, which he wiped off with his hand. Otto glared down at the crimson liquid that stained his glove. A silent rage began to take hold of the man causing his mechanical appendages to shake in rage, their claws snapping like angry jaws.

"You dare…?!" he muttered. "What?" Spider-Man asked as he lowered himself to a crouching stance.

"You dare to make a god bleed?!" Otto lunged forward, his tentacles striking at the wall-crawler.

The agile hero leapt back to avoid the first strike and ducked beneath the second. The third tentacle swung towards his head but Spider-Man rolled to the side and then forward to dodge the impaling claw of the fourth arm. He spun around and released a couple shots of impact webbing, sealing the arm to the ground.

Octavius tried to free his mechanical limb but only succeeded in getting the arm to writhe in annoyance. "Damn!" Otto screamed out before his remaining arms retreated around him. The claws opened up and slowly started to spin. The arms began to move forward in an almost serpentine-like motion as the claws rapidly began to pick up speed.

Soon he was faced with three miniature buzz saws attached to the ends of Oc's mechanical arms. Spider-Man slowly backed up as he eyed the three blades of death. 'Oh fuck me.' He thought as the tentacles whipped towards him.

Spider-Man leapt into the air, avoiding the first attack by arching his back, letting the blade sale under him. He fired a web-line and twisted hid body while pulling. He flew forwards twisting to avoid the second attack while pelting it with impact webbing.

He landed on the side of Hammer's compound only for a buzzing sensation to fill his head. 'Spider-sense! Move!' he screamed to himself as he flipped over to avoid a car smashing into him. Peter looked to see Doc Oc standing near the street, all four tentacles snapping in anger. One of the appendages had left over strands of impact webbing hanging off its side.

"Well back to square one…"

'Spider-sense!' he thought again as he flipped up toward the top of the roof to avoid several more makeshift projectiles. Octavius growled in blind fury before he lurched forward with his arms stomping into the ground before they rapidly began to scale the building.

Hammer struggled to breathe as he watched the two super-humans scaled the side of his lab. "These freaks…how dare they!" He snarled before he began to limp away.

He reached the roof and was greeted by the sight of Spider-Man glaring at him in a crouched position on the roofs edge. "Why would you do this Otto? What does this accomplish?!"

"I wouldn't expect an insolent fool like you to understand the genius of biological engineering!" Octavius scoffed. "Try me. You're and expert in radiation and genetic radiation experimentation. So why are you trying to steal DNA samples from super-soldiers?"

Otto willed two of his tentacles to lunge forward, striking at the arachnid who nimbly dodged the swipes while returning fire with his web-shooters. The normal webbing pelted the metal tendrils as they wrapped around their master to shield him from the attack.

"I must continue the work!" "What work?!" Peter shouted as he dodged another swipe from a tentacle, only for another to slam into him and send him crashing into a vent. He groaned in pain as he felt the metal crunch upon impact.

He fell to the ground unceremoniously and glared up at the deranged scientist. "Miles's work! Our work! To make the species superior!" Otto roared in a fervor of rage.

"Oh no…" Peter muttered. He dodged another tentacle swipe that left a deep gash into the roof and back-flipped to avoid a second strike, this time returning fire with webbing and a web-grenade. Otto's tentacle swatted the explosive away where it detonated in midair sending impact webbing flying.

Octavius grunted in disgust as his tendrils became coated in the thick substance. Pete rolled to the side to avoid his own concoction before clicking his shooter's again for another shot.

**CLICK!**

Spider-Man looked down at his wrist and then up at Otto who wore a bemused and sinister grin. 'Empty.' Peter thought as the mad scientist's arms rose in the air, claws spinning like miniature helicopter blades. "Oh shit!"

Spider-Man dove to the side to avoid the spinning blades but still received several deep cuts to his arms and legs.

"GRAAGH!" He screamed as he slammed into the ground. A whirring tentacle saw lunged forward but was stopped by the appearance of two red-spider arms that locked the arm in place. Otto sent another tentacle to attack but the remaining two arms jutted from Spider-Man's back and countered the blades.

While his mechanical arms battled Doc Oc's, Peter quickly reloaded a web-cartridge and slammed it into his shooters. He swapped the firing to **WIDE **and pressed his fingers on the trigger.

Instantly, a thick net of webbing spewed forth from the hero's wrists and onto the whirring blades. The webbing barely slowed the powerful saw that quickly chewed through the webbing, but it was enough for Peter to regain his footing.

He leapt back several feet to gain some distance. Otto sneered in anger at the persistence of the arachnid themed vigilante. "Why won't you die?! You have interfered in my plans enough!" He roared before he leapt forward with his tentacles.

The metal arms flailed wildly as he swung them at Spider-Man. The teen dived and rolled, bobbing and weaving out of their path, but even with Kraven's/DD's combined training and his spider-sense, he was still barely holding his own. The attacks were random and sporadic with no rhythm to read and no pattern to follow.

Spider-Man dodged another attack and jumped into the air. He rolled in midair, firing a barrage of webbing to fell the madman down below. Otto's tentacles roared to life as their claws spun again at his speeds, slicing the webbing apart. His remaining arms pulled him out of the line of fire and towards the edge of the building.

Otto glared at Spider-Man before glancing towards the ground below. A sudden thought struck his head. Hammer was gone. Octavius whirled around and desperately scanned the area for any sin of the man. But he was long gone.

"NOOO!" He roared before whirling around and launching forward towards a stunned Spider-Man. The hero leapt to the side but his spider-sense fired off warning signals like crazy. A thick metal coil wrapped itself around Peter's leg and pulled him back, it hoisted him into the air and slammed him into the ground, leaving a dent in the side of the roof.

"GAAAH!" Oc lifted the hero up once again and then threw him down. Peter hit the ground hard before two more tentacles shot forward and wrapped him in a crushing hold.

"Guurgh!" he snarled as Spider-Man struggled against the mechanical hold. "Struggle all you want you miserable little cr—" "Oh for the love of all that is holy! SHUT UP!"

Just as Peter screamed those words, He unleashed a massive surge of bioelectricity coursed through the tentacles and into the back of Doc Oc.

"GIAAAAAAHHHHH!" He screamed as electricity coursed through his body from his metal tentacles. "GURGAHhhaaaa…" He moaned out as his tentacles went slack, releasing Spider-Man.

"Ugh!" He grunted as he landed on the ground. He turned to see a disoriented and furious Doc Oc. "Y-y-you…I'll destroy…" "Tell me something I haven't heard before!" Peter snapped back.

"Fine…stop me…" Doc Oc's tentacles flew forward, ripping off a large vent off the roof before chucking it into the street. The machine slammed into the crowded street smashing into cars that desperately swerved to avoid it. This resulted in several more cars crashing into each other.

"…or you can save them. Choice is yours!" Doctor Octopus leapt from the building and onto the adjacent ones, using his tentacles to scale the building with an astonishing speed.

"Peter looked at the rapidly retreating villain and the ever increasing wreck below. "God dammit!" He cursed. He quickly pulled a tracer and fired it at Oc, pining him in the back.

"This isn't over…" he muttered before leaping into the streets to help.

* * *

**Next Day, Midtown High**

Peter walked through the crowded cafeteria looking for one person in particular. He saw this person in the form of a beautiful redhead waving at him. He quickly walked towards her and sat down next to her.

"Hey tiger…you okay?"

"Hm? What do you mean?"

MJ frowned before answering. "Doc Oc trashing Spider-Man at Hammer's laboratory. Ring any bells?"

"Okay first: He did not thrash me, and two: I'm fine." MJ jabbed him in the ribs causing him to grunt in pain. "Graah!" Peter looked at his girlfriend who now wore a scowl on her face. "Liar."

Peter turned around sheepishly. "Well I thrashed him back…" MJ frowned again before looking at her food. "Heard he got away. How are you gonna find him again?" Peter held up one of his small tracers for MJ to see. "You tagged him?" "Like a wild dog. I'll find him MJ. You can count on that."

"Count on what?" Mattie asked as she and Flash walked up to the table with trays of food in their hands.

"Nothing." Peter and MJ said at the same time. Mattie and Flash looked at each other before sitting down.

"So did you guys here?" Mattie asked.

"Here what?" Peter asked as he began to eat his food. "Apparently he hasn't." Flash said. He turned to MJ and she shrugged her shoulders. "Really? Even you? It's all over the school!"

"What is?" MJ asked. "A mutant!" Mattie said trying to whisper across the table. Peter stopped eating, he could feel the plastic fork in his hand snap. Flash and Mattie looked at their friend, whose posture had become tensed.

"What about a mutant?" Peter asked, but he had a sneaking suspicion that he knew who they were talking about.  
The new girl is one!" Flash said gesturing towards a near empty table with one occupant. Lana Baumgartner.

Peter mentally cursed and he could feel MJ glancing at him nervously. "So?" he muttered earning a stare from his friends. "Why does that involve us?" "Well…it doesn't but…we just thought you guys would like to know." Mattie said nervously, not sure why Peter was getting angry.

"Well good to know." Peter said, dropping his broken fork on his tray before getting up from the table. "Hey Pete wait." Flash said getting up. He stepped in front of peter to stop him from leaving.

"Look buddy…I know you hate it when people mention this stuff. Especially when it relates to…Liz. But…we didn't mean it was a bad thing." "It kinda came out that way man." Peter said with a bitter edge.

Flash was bout to respond when the intercom blared to life. **"Peter Parker to the office. Peter Parker to the office."** Peter looked up at the speakers and then back at Flash. "We'll talk later." He said before walking past his friend and leaving the lunchroom.

* * *

**Triskelion, Prison Level**

The cell of the Triskelion hummed as the force fields illuminated the room with a light blue glow. Nick Fury strode through the halls of the underground prison, passing several cells that were blocked by actual vault like doors rather than force fields, each one locked with DNA-password encrypted locks.

The one-eyed general stopped in front of a cell with a force field for a wall. Inside the cell was a man in an orange prison jumpsuit sitting against the wall. The man looked up, revealing to Fury the enraged face of Norman Osborn.

"Hello Norman." Fury said calmly. "Fury…" Norman growled out, his green eyes filled with hate at the man standing before him. "What do I owe this unexpected visit…Director?" Norman said, lacing every word with venom.

"Just letting you know that you'll be spending a lot of time here with the other freaks." "We'll see. Once my lawyers take a crack at you and SHIELD, I'll be walking out of here like I own the place. Who knows, maybe I will." Norman said confidently.

Fury chuckled a bit before he shook his head. "Osborn, for someone so smart you are so stupid." "I beg your pardon?" "You illegally changed your genetic structure Osborn. You don't even qualify for a trial or even a private hearing. All those lawyers can't do shit for you now." Fury said with a knowing smirk.

"WHAT?!" Osborn roared in anger. Now realizing the truth of his situation. "Damn you Fury! You knew this would happen to me!" "I commissioned you to create the super-soldier formula, but once we found Cap I pulled the plug. You were the one to keep it going, and worse you let your son dose himself."

Norman gasped. "Harry?" "Yeah. From what I've been told he was a good kid before he took a shot of OZ. Now my boys are doing what they can for him." Norman slammed his fist against the force field sending jolts of electricity through his hand.

"Don't you touch him! He has finally been given true power! How dare you deny my family its birth right!" He continued to slam his hands against the force field with all his strength, but Fury just glared at him.

"Even if you got out Norman, your through, We know you hired the Beetle to kill Hammer and Parker. Corporate espionage I get, but killin' off a kid because he saw your boy's temper tantrum, a little overprotective don't you think?"

"GRAAAAAH!" Norman roared as he smashed into the field. "Get comfy Osborn. You've got some guest coming."

* * *

**Midtown High**

Lana walked through the halls of the high school. Lunch hadn't ended but she would be damned if she stayed in that place with all the stares, all the hate and prejudice. she could feel her eyes water and quickly wiped them on her sleeve.

"Dammit…" she muttered as she pushed through the double doors that led to the school's courtyard. She sat down on the steps and sniffled again.

"You know…" a female voice piped up causing Lana to whirl around in surprise. Leaning on the railing to the stairs was Jessica Campbell. "…for someone who gives off the 'wants to be left alone' vibe, you really seem to hate it."

Lana quickly wiped her eyes on her jacket's sleeve as she glared at the black haired girl. "You know I'm a mutant right?" Lana asked in anger, her hands sparking with glowing energy. Jessica eyed the girls hands for a moment before looking back up at the girl.

"And?"

"And?! Aren't you scared! Aren't you gonna call me a freak?! Try to start something?!" Lana screamed. At this point she had lost all control over her emotions. She barely felt the tears streaming down her cheeks.

Jessica stared at the girl with a neutral face. Her posture was slightly tensed as she continued to lean against the railing. "I guess I would be scared…if I couldn't knock you out with a punch." She replied calmly.

"Ha! Bitch you really think you could do that?! I've been in more fights then you could've ever been in!" "Wanna bet?" Jessica said with a smirk. She pushed off the railing and walked past Lana who eyed her cautiously. Jessica stopped in front of a brick wall and looked around.

"Well…we are alone. I guess now a good time to say it. You weren't the first mutant on campus." Jessica reeled back her fist and slammed it into the wall of the building, leaving a deep, fist-sized hole in the wall. With a grunt, the senior pulled her fist free of the rock. She turned to see a shocked Lana standing behind her.

The girl took a step closer and ran her hand over the solid stone crater to make sure she wasn't hallucinating. Jessica smiled at the girl's reaction. "I can also fly but…I kinda suck at it. Name's Jessica Campbell." She said confidently while extending her hand towards the still awe struck teen.

"So, wanna be friends?"

* * *

**Inside, Principal's office**

Peter walked through the doors to the office with a sigh. 'Back in the office for the second time this week, damn my parker luck.' He thought as he closed the door and looked up. Instead of the pudgy/rude secretary from his last visit, was a fairly attractive woman in her mid-thirties. She was of Asian decent but had an air of confidence with an undertone of don't mess with thrown in. She wore a casual business attire of an office worker, although something told Peter she was anything but that.

She looked up at him and narrowed her eyes. "Peter Parker?" "Um…yes?" Peter asked, unsure of how to respond to this woman. She had a distinct air of authority around her that made Peter hesitant to speak to her. Needless to say, him and authority didn't mix.

"The principal will see you now." "Uh, okay." Peter said before walking past her their eyes locked for a moment before Peter opened the door and went inside the office.

Melinda May sighed as the boy closed the door. 'Kid's gonna be a handful. I can already tell.' She thought as he hand grazed over the underside of her desk where she kept a loaded Glock-18. She ran her hands over the weapon and breathed a sigh. Of all the places she would end up; it had to be high school.

* * *

**Inside the Office**

Peter opened the door expecting to see the familiar face of his school principal from the last few years, instead he came face to face with a slightly shorter man with close cut brown hair and a relaxed posture.

"Uh…sorry, did I get the wrong room?" Peter asked, completely confused by the two new people working in the administration area of the school. "No. I called you here Mr. Parker. My name is Phil Coulson. I'm your new acting principal and monitor here at Midtown High."

"Monitor?" Peter questioned. "Correct. Director Fury thought it be best if he had an agent monitoring you."

"You're SHIELD?!" Peter exclaimed, unintentionally extending his claws. "Down boy." Coulson said with a smile. "You're bearing your fangs."

Peter realized what he was doing and mentally ordered his claws back. The talons retracted into his fingers. He looked back up at the smiling agent who gestured towards the seat in front of the desk. Peter reluctantly sat in the chair and looked ahead at the agent.

"Thank you. I've been assigned to monitor your actions and keep potential hostiles off your trail." "Wait, what? What hostiles? Who's after me?" "We don't know. But organizations like AIM or Hydra could be looking for you."

"Wait, Hydra?" "Yes…" Coulson said noticing the hostile change in the teen's tone. "Then let 'em bring it. I'll put them in the ground for what they did to Jess." He growled, cracking his knuckles for emphasis.

Coulson looked genuinely surprised at the boy's tone before his face took on a grim expression. "Don't underestimate their group. They're deadly. I can appreciate the family loyalty you have to your sister but getting yourself killed won't make her happy."

Peter glared at the man but reluctantly leaned back in his seat. "Fine. So what now?" "You do what you usually do. Go to class. Talk to your friends, take selfies and fight crime. If anything noteworthy happens, I'll call you up here. But for now…that's all."

Peter stood up from his seat and walked towards the door. "Oh and one more thing." Coulson said before Peter's hand touched the door knob. "We know you been looking for Elizabeth Allen." Peter whirled around with a stunned look.

"We found her son. She's been at SHIELD for a few months training her powers. She' safe." "Safe?! She's with an agency that trains kids to be super-soldiers! How am I supposed to feel about that?!"

Coulson leaned back in his seat and answered. "She's not being forced into anything. I give you my word. Ask Jessica and you can see her. But I swear on my mother's grave, she's fine."

Peter glared at the man. "Is your mother actually dead?" "Yes." "Buried?" "Cremated." "Then swear on her ashes." "I swear" Coulson responded not missing a beat. "Fine." Peter said with finality.

He placed his hand over the doorknob but didn't open it. "On more question. Is the front desk lady a SHIELD agent?" "Yes." "And the lunch ladies?" "Pardon?"

"I can only assume the reason they serve us the shit in the cafeteria is because you didn't get a budget increase with this gig, did ya? Or are the lunch ladies testing new torture methods with their food?"

Coulson frowned for a moment before smiling. "I'm actually trying to get SHIELD's legal team to limit the amount of meat that actually needs to be in meatloaf. It would save us a ton."

Peter stared at the agent with a disbelieving look. "I don't like the start of this relationship." He muttered before walking through the door, leaving a smiling Coulson behind.

* * *

**New York, Later **

Spider-Man swung through the air firing off line after line of webbing to travel. He swung around the side of the building and released the line. The hero sailed through the air as he thought over today's events.

'Let's see…got myself trounced by Doc OC, Lana's been outted as a mutant, Hammer is still loose, and now my movements are being watched by SHIELD agents who now runs my school…anything else I'm missing?'

Spider-Man fired off another line of webbing that stuck to a billboard, allowing him to pivot into the air where he dived towards the street before vaulting into the air with a web-line.

He flew into the sky before firing off a thin strand of webbing that adhered to the edge of a gargoyle. Spider-Man landed on the statues head and surveyed his beloved city. "Oh New York…no one understands me like you do…" he said in a melodramatic manner.

He looked around the bustling city. "This looks high enough to get a solid signal. Let's see where ol' Doc Oc is tonight." Peter raised his web-shooter and tilted it so it the underside faced him. He pressed a small button on the device and watched as his miniature computer beeped to life.

"Note to self, thank reed Richards for upgrades." He said out loud as he waited for the signal to locate its target. A full minute passed before the device pinged. "Finally. Now let's see wh—the fuck?"

Spider- Man looked at his device to see an error signal flashing. **TRACKING FAILED. **"How could it have failed?" he muttered. "Let's try Hammer then." He quickly keyed in several more commands and targeted the tracer he put on Hammer.

The screen beeped for several seconds before a map with Hammer's signal replaced the screen. "Gotcha. Not too far…"

**KABOOM!**

Spider-Man whirled around on the gargoyle to see a plume of smoke rising from the streets across town. "Oh man…that looks bad. Wait, isn't that…" he glanced down at his web-shooter and looked at the street address for Hammer's tracer. He then looked up at the plume of smoke.

"Oh shit."

* * *

The limo swerved out of the way of the cars being thrown at it by the madman. Doctor Octopus used two of his mechanical limbs to toss any car unfortunate enough to be in the street. Hammer's driver did all that he could to keep the vehicle from being smashed by the makeshift vehicles.

"Get me out of here!" Hammer screamed as he was thrown to the side. "Trying sir! I just need to tu-gurahk!"

**CRUNCH!**

Hammer was suddenly thrown forward where he smashed face first into the glass screen that separated him from his driver. Hammer peeled his bloody and cut-up face off the cracked glass and looked up to see the crumpled and bloody form of his driver, impaled on the crumpled end of a car. Blood trickled off the tip of the metal spike.

Hammer scrambled back and stumbled over the seats of his wrecked car and moved towards the door. He struggled to open the broken door but was interrupted when a thick metal tentacle ripped through the car, wrapping around him and pulling him from the wreckage.

Doc Oc hoisted the billionaire into the air and glared at him. "My patience has been generous as it is. I will ask you one last time. Give me the location of your genetics research and you may live to tell of my mercy!"

"N-never! I'll have your head for this! I'm Justin Hammer!" The frightened billionaire screamed in defiance, but his face betrayed his true emotions.

"So be it. I'll peel the flesh from your bones till you scream out what I want!" Octavius snarled as his tentacle moved closer, their claws snapping.

"Not happening Doc!" Octavius spun around in time to throw up a tentacle to block the incoming kick delivered by Spider-Man. The blow was enough to throw the villain off balance. The tentacle holding Hammer loosened its grip, allowing the man to fall to the ground.

He looked up at the two post-humans who clashed in the streets, punching and hammering each other with blows that would kill normal humans. He could feel his heart pounding in his chest. It was painful. Hammer could feel his breath become shallow as his heart continued to hammer against his ribs.

Doc Oc swung his arms at the hero who nimbly dodged the attack. Spider-Man landed on the ground before leaping forward with his own mechanical arms unleashed. The blades clashed against the metal coils unleashing sparks.

"Come on Doc! This isn't you! This is all Miles! He screwing with your head!" "My mind has never been clearer…but it seems an imbecile like you will never understand." Otto glanced to the side and saw Hammer keeled over on the asphalt.

"Especially if you have the attention span of a squirrel!" "What?" Spider-Man muttered as he traced Otto's sight. His eyes widened as he saw Hammer gripping his chest in pain. "Oh no…"

"Goodbye you nuisance." Otto muttered before leaping onto a building, using his tentacles to rapidly scale the building. "AGAIN?!" Peter roared as he looked between the two. 'Goddammit!' he thought before rushing to Hammer's side.

By now the billionaire was unconscious and lying on the ground. "Oh don't tell me he had a heart attack!" Peter placed his ear on the man's chest after turning him over. He couldn't hear the heart at all.

"Dammit!" Spider-Man placed both his hands on the man's chest and sent a current of electricity into the man's body. Hammer's body arched into the air before falling back down.

"Nonononono…." Peter muttered as he repeated the action several times. Police sirens could be heard in the distance and Peter knew it wouldn't matter. He heard the cars screech to a halt and the police rushed out of the doors, guns drawn they quickly approached the vigilante and saw Hammer's motionless body beneath him.

"Spider-Man! Is that…"

"Dead…" he responded as he removed his hands from the man's chest. "Justin Hammer is dead."

* * *

**Watson Household, Queens**

Mary Jane Watson sat on her bed as she looked at her phone. It was late but she was used to being awake at this hour due to all the help she and Gwen used to do for Peter in the warehouse.

'I hope he's okay." She thought while she lamented on her current situation. She had been grounded, plain and simple. Anna, her beloved aunt had somehow learned of the party and the resulting explosions so she was grounded until further notice. The girl sighed in irritation before she heard the door slam shut.

MJ got up from her seat and looked out of her room. "Anna?" she called out. She looked towards the door but didn't see anyone. She turned her head to the left and saw her aunt's door was left opened, spilling light into the hallway. MJ walked into the room but saw no sign of her aunt.

"She could at least turn the light off in her room. We do have an electric bill." She muttered as she placed her hand on the light switch. Before he flicked it down however, her eyes were drawn to an open book laying on her aunt's desk. She walked towards it and picked it up.

"What is this? A diary?" MJ began to skim the pages of the notebook. A feeling of guilt started to form in her stomach as she looked at the personal info. "I shouldn't be doing this…" she muttered.

She was about to close the book when her eyes fell upon a page. "Hmm…" MJ read the page, causing her eyes to widen. "Oh my god…" she muttered. She once again looked at the entry on the page.

**April 11, 2003**

**I don't know what to do. How do I tell May? Ben knows about the pregnancy. What should I do?**

"MJ is that you?" Anna called out as she entered her room. "I though I said you were grounded young la—what are you doing?" Anna Watson muttered as she saw MJ holding the diary with a look of shock. Mary Jane turned to look at her aunt.

"Anna…did you…did you have an affair with Ben Parker?"

At these words, Anna's eyes widened in horror.

* * *

**Happy reading for you guys. Hope you liked this chapter and please expect to see more soon. I'm very closing to introducing the rest of the Marvel Knights, Shathra and the Queen. The latter of which will resolve Peter and Ben's situation. Until next time and as always, please follow, favorite and review. **


	43. Chapter 43: Royal Pains

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners. **

**Chapter 43**

**Royal Pains**

* * *

**Watson Household**

Mary Jane stood in front of her aunt; face a gasp in horror at the secret she had just uncovered. Anna Watson stood rooted on the spot; here face a mix of shock and terror.

"Mary Jane…I-I know what that must sound like…but you have to understand I—"

"Understand?!" MJ screamed in fury. "How am I suppose to understand that you had an affair with my boyfriend's uncle?! What the fuck is—"

"Watch your language young lady!" Anna screamed. "NO! I'll say whatever the fuck I want because of this!" She screamed as she held up the journal before throwing it on the ground in front of her aunt who looked down at the book in shock.

"How?! How could you do this to me?! And of all people to May?! How could you have fooled around with your best friend's husband?!"

"I never did!" Anna protested. "So you didn't sleep with Benjamin Parker?!" MJ said in a toe that indicated no belief what-so-ever in her aunt's words.

"NO! God no! I would never do that to May! And heaven almighty! Ben would never have betrayed May like that! As much as I give May grief about him…there was no man more honest then Ben Parker! He would never have done anything to hurt May like this! Not once!"

"Then what the hell was the book talking about?! That's your handwriting! You got pregnant and Ben knew! So care to explain that aunt Ana?!" MJ shouted in anger.

Anna looked down at the ground with a look of shame plastered on her face. "I-I never was able to find a good man…" she started. "May was my best friend. She had Ben…but no children. They always said kids were too much of a hassle…a burden. But…when Peter's parents died…he was under their care. They dotted on him like he was their own child…despite what they said about never wanting kids…I can't remember a time that they were happier without Peter."

Anna slowly kneeled down and picked up the diary. She slowly traced her fingers over the words she had written so long ago, and then buried to hide her fears. "I was jealous Mary Jane."

"What?" "I wanted what they had. A family. But…I could never find my perfect man. May and Ben, they were soul mates from the start. Me? I had no one. So I decided at the least I would try to have a child. So, I went to a fertility clinic. Time and time again I tried…each one was a failure!" she muttered with tears now falling from her eyes.

"Anna…" MJ whispered, not believing the sight she was seeing. "I kept this a secret from May. I was embarrassed, ashamed. I didn't want judgment or sympathy, and especially not pity!"

"Anna! May would never have pitied you! She was your friend! Why in your right mind would you—" "I wasn't in my right mind Mary Jane! I was angry! Depressed! On my fourth attempt…I-I ran into Ben. He was there to pick up tests for May. He saw how distressed I was and he…I-I told him everything. He promised to keep it a secret. He never mentioned it to May or anyone else. He never even spoke of it when we were alone. He was always so considerate…after that day…I gave up. I never tried for a fifth time…it was just—too painful for me!" she muttered out while covering her mouth with her hand to stifle the sounds that came from her mouth.

Mary Jane slowly walked towards her aunt and embraced her in a hug. She wrapped her arms tightly around the older woman's back. Anna slowly returned the hug as she began to sob, years of pent up emotion bursting like a shattered damn. Mary Jane listened as her aunt continued to cry into her shoulder (literally).

Mary Jane gingerly moved them towards her aunt's bed where she slowly lowered into a sitting position with her aunt. Anna seemed to have recovered enough to quiet her sobs. Her eyes were red from crying as she sniffled.

MJ looked at her aunt with a feeling of guilt burning inside her. She had betrayed her aunt's trust by reading her journal, and now she had made it worse by falsely accusing her of betraying her best friend and bringing up such painful memories for her. God knows how long her beloved aunt had kept it all bottled up behind a wall of emotion.

"I'm sorry…" Mary Jane muttered as she hugged her aunt tighter. "I'm so, so sorry…I never meant to…" she trailed off unable to finish her words as she continued to listen to her crying aunt. "I didn't know you went through that…I'm sorry I made you relive that…"

Anna Watson sniffled once again and broke the hug. She looked at her niece with raw red eyes as she held back her remaining tears. "I-I know that…I wouldn't have children after then…but…I'm happy that I have such a caring niece." She said.

MJ stared at her aunt before embracing her into another hug. "Anna…you may not have children of your own…but you have me." "Mary Jane…" "I mean it aunt Anna. You know my family, you know why I wanted to be here." "Mary Jane, your parents only tr—" They are not my parents." MJ said with a hard glare.

"Anna…they may have brought me into this world, but you were the one who raised me. My father…and mother…they aren't my family. You are." MJ said with all the sincerity she had. Anna stared at her with teary eyes. "You raised me. You taught me how to read, how to dance…everything! My parents were never my family. I didn't just leave LA to get away from them, I did it so I could be here with the one person who is actually my family."

"Mary Jane…" Anna muttered before embracing the niece that she considered her daughter.

* * *

**Midtown High, Next Day, Gym**

Peter dodged the ball that was deliberately thrown at the back of his head. His spider-sense had easily warned him of the projectile allowing him to casually drop to a knee to tie his shoe.

With its intended target out of the way, the ball sailed unimpeded towards it new target. Leo was slammed in the head by the basketball and stumbled back. He looked up from his downed position and glared at Kong who stood on the other side of the gym. The senior realized that he had missed Parker and inadvertently hit Leo.

Without warning the teen rushed forward and tackled Kong leading to a grappling match that the whole gym crowded around to see. Peter stood up from the ground and looked at the results he had caused. "Maybe I shouldn't have dodged." "And what? Take the ball to the head?"

Peter turned around to see MJ in her gym clothes that consisted of a tight red tank top that bore her midriff and tight fitting black spandex shorts. Peter gulped as a blush formed on his face. MJ saw his reaction and smiled. "Never gets old how you drool over me." She said with a grin. "Sorry…I just…" "Oh I'm just teasing you! Its still amazes me that you can get embarrassed despite the fact you've seen me naked." MJ muttered.

Peter blushed again until a thought occurred. "Wait…so then why do you get embarrassed whenever I take my shirt off?" Peter asked causing his girlfriend to blush ever so slightly.

"Well I-uh…" "You've seen Peter with his shirt off?" A new voice piped up from behind . The two teens turned around to see Mattie smiling at them with a Cheshire grin on her face.

"Mattie?!" Both teens exclaimed with blushes painting their faces. "Soooo…You guys have gotten pretty close then huh?" Mattie whispered, her grin not dropping for a moment.

"It's not like that!" MJ tried to deny. Mattie continued to smirk before she saw the gym teacher coming in to break up the fight between Kong and Leo. "Well at least the cock fight is over." "Yeah." Peter said. He looked around the gym for a certain member of their class but saw no one.

"Hey…where's Flash?" Peter asked. "Oh he's skipping today. Said his aunt needed help moving some stuff in Harlem." "He's in Harlem?" Peter asked. A sickening feel crept into his stomach at the thought of flash running into Eddie. He still had no idea how the symbiotes would react to one another. He quickly squashed those thoughts. 'Eddie only attacks killers. Flash will be fine.'

Mattie and MJ looked at the two jocks still struggling against the crowd to beat the crap out of each other. "Man, I was hoping the teacher would let them knock some teeth in." MJ muttered

"Preaching to the quire Red." Peter responded. MJ and Mattie turned to look at Peter who returned their stare. "What?"

"I like the nickname." MJ said with a smile. "Kinda on the nose though. Maybe you should brain storm some new ones. Ooh! I could help with that!"

"Sorry Mattie but I like Red." "Party pooper." Mattie moped childishly.

The two smiled at her before they turned to look at the dispersing crowd. The teacher was barking orders for the students to get back to their drills, namely running around the gym multiple times.

Peter had no problem with this. His enhanced metabolism and training by Kraven had made sure to enhance his endurance to super-human levels. By the tenth lap most students were tired and panting but Peter had hardly broken a sweat. He turned to see most of his class looking tired an exhausted, even the jocks.

Several students were eyeing the teen with curious looks of disbelief. 'Shit. Maybe I should have looked like I was putting effort into it.' He privately thought. He looked at the rest of his classmate who were sprawled on the floor, panting like dogs.

"Oh the running wasn't that bad." Mattie said as she was still standing, barely panting. Peter looked at her in slight amazement. Not only had she completed all ten laps, but he was pretty sure she had lapped him once or twice.

Peter turned to look at his classmates to gauge their reactions but saw that some of the girls were gripping their stomachs and heads in pain. Peter looked at MJ and to his horror realized she was in pain as well.

"Mary Jane!" He shouted as he ran to his girl friend who looked like she wanted to puke. "Are you okay?"

"S-stomach….like…b-before…" she muttered as she grabbed her mouth to prevent herself from vomiting. Peter help her to stand and saw that the other girls in the gym were having similar reactions.

"Pete!" Mattie called out as she rushed towards them. 'Why isn't Mattie being affected?' Peter thought he quickly brushed the thought aside as she helped him to steady MJ who looked like she was getting worse.

"Pete, I'll look after MJ you go get the nurse!" The teen nodded his head before sprinting out of the room and towards the nurse's office. He threw open the door startling the blonde-haired woman on the inside.

"Peter?!" Miss Arrow exclaimed in shock as she dropped her pen and spilled several papers on the floor. Peter rushed into the room and grabbed the woman by her hand before dragging her out of the office.

"What are you doing?!" She cried out as Peter pulled her down the hall. "People are sick in the gym!" Miss Arrow's eyes narrowed before wrenching her hand free of peter's grip, surprising him. She rushed past him and ran towards the gym. 'How can she run in heels?' Peter muttered

He trailed behind her as she rushed through the doors of the gym. She gasped as she saw several teens puking on the floor. The gym coach was having several of the guys help the girls although it didn't help with the vomit.

Peter looked around and saw no sign of Mattie or MJ. 'Shit! Where'd they go?' he thought as he looked around the gym for his girlfriend.

He saw Nurse Arrow move towards the gym coach who was trying to avoid his puking students. "Mr. Revaro! What is happening here?!" Miss Arrow shouted out as she knelt down next to a girl who once again, convulsed and hurled. The coach turned to Miss Arrow with a look of confusion.

"I don't know! I had them run laps and then…well this!" He shouted gesturing to the female students. Miss Arrow looked at the students before looking back at the coach. "Call the principal, we might have a problem."

Peter helped steady a girl to her feet before another boy came up to help. "Hey has anyone seen Mattie or MJ?" He asked. "I thin-HIC! T-they went to the girls-murph!" the girl muttered before she clamped her hand on her mouth to prevent puking again.

Peter left the girl in the other students care as he rushed towards the female's bathroom at the back of the gym. Not caring if anyone else was in there, Peter barged through the door to see MJ hunched over a sink with Mattie holding her hair back.

The startled girl looked up from the redhead to the newly arrived teen in surprise. "Peter?! This is the girl's room! You can't be in here!" "Mattie I really don't give a shit! We need to get her to the nurse!" He said before grabbing MJ by the arms and gingerly pulling her out of the restrooms.

"Mattie, call 911 and tell them to send ambulances and maybe the CDC. Tell them the symptoms and then give the phone to Miss Arrow." Peter said while taking MJ out of the restroom. Mattie rushed out the door a second later and ran to the lockers to retrieve her phone before she stopped. "Wait!"

Peter turned his head to look at the girl. "What about MJ? Where are you taking her?"

Mattie! Please! I got this now go make the damn phone call!" Peter almost snapped before pulling MJ outside the gym doors and into the schools courtyard.

* * *

He walked several feet while supporting MJ.

"P-Peter…p-please…." She muttered before he set her down on one of the bench tables that dotted the yard.

"MJ look at me." She did.

"Breathe in and out. Try and take deep breaths to vent the pheromones." He said as he began to demonstrate the breathing. MJ intimidated him and took several deep gulps of air.

Gradually the nausea and stomach pain began to subside. "Better?' Peter asked as he kneeled in front of her on the ground. She nodded her head as she looked up.

"Yeah…what was that?"

"The same compound at the party. Whoever dosed us did it again. I'm getting the feeling it wasn't intentional."

"Like a mutant?" MJ asked "Maybe they don't know they're doing it."

"That was my thinking. Weird thing was Mattie wasn't puking her guts out. So, question is why wasn't she affected?"

MJ looked at her boyfriend skeptically before she spoke up. "Peter…you don't think it was Mattie do you?"

"Honestly I don't really see too much of an alternative. She was the only one besides me who wasn't affected."

"What about the guys?"

"MJ, I know you love to see the best in most people, but the guys weren't getting close to the girls out of concern." Peter said with a knowing smile. MJ stared at him before her mouth took and 'O' shape.

"Well. My faith in your gender just dropped dramatically."

"In all honesty most people don't get close to people who are vomiting up their lunches Red."

"So what are you gonna do?" "We gotta tell her. If she doesn't realize that she's a mutant, sooner or later someone else will. And if she can't control her power there is going to be some major problems."

"So what next? Tell her and contact the X-Men?" "I'm going with low profile here. Y'know those tests I was working on with our blood? I think I found a way to counter it. But I'll…uh…"

"What?" "I'm gonna need some of your perfume." "What?"

* * *

**Lower Manhattan, Two Hours Later**

"Well schools out at 10 AM. Who'd a thought?" Jessica Campbell Muttered as she and Lana Baumgartner (aka Bombshell) walked down the crowded streets. "Yeah, they said something about a virus going round. I heard it made half the gym class puke!"

"No shit, seriously?!" "Yeah." "Fuck. Glad I wasn't in there."

"Preaching to quire there Campbell." Lana said as they stopped outside a pizza joint. "This the place?"

"Yeah. And stop calling me Campbell."

"What?" Lana asked turning to face her newly acquired friend.

"Campbell. Everyone calls me that. Just call me Jessica or god-forbid Jones. Just not Campbell."

"Alright. But why Jones?" Lana asked as she opened the door to the restaurant and stepped inside, followed closely by Jessica. "It's my mom's last name. Rather take that than my dad's."

"What's wrong with your dad?" Lana asked as the two sat down at a booth. "Not just my dad. Parents are getting a divorce." Jessica replied with an annoyed tone.

Lana raised and eyebrow before speaking. "Sorry if this comes off wrong but…you don't sound to broken up about it." Jessica shrugged he shoulders and leaned back in her seat.

"What am I suppose to say? I'm eighteen and already have a full ride to college on a filmography scholarship. I'll basically be leaving. And I doubt either will want full custody of me to begin with, not to mention neither one of the was in the right before this thing went down."

"What do you mean?" Lana asked making sure to tread carefully. Jessica sighed as she leaned forward with her elbows on the table. "Well my dad is a workaholic and my mom is a cheating bitch for fooling around with a bank guy. Either way neither is in the right in my book." She said as she propped her head up with one arm.

"That sucks Jones. It really does." "Yeah…quick question, which by no means do you have to answer, but what about your parents?" Lana leaned back in her chair and scratched her head while thinking the question over.

"Well…never knew who the fuck my shitty dad was, but my mom…well…she's in prison for using her powers to rob a bank." "Is that where you got your powers from?" "Yep. And I followed in my mom's footsteps."

"But Spider-Man let you off with a pass right?" Jessica said while lowering her voice to a whisper. "Yeah, but he put the fear of god in me if I stepped out of line." "How?"

"He said he'd basically put me down and throw me in a prison to rot if I did." "Well better to take the advice right?"

"Do I have a choice?" "Don't think so."

"So how long have you known that you were…well, like me?" "Two or three years ago. Believe me I tried to deny it. Kept it a secret from my folks, told myself in the mirror every morning that I wasn't one of the freaks on TV, I wanted to be normal so bad but…I don't know…after a while…"

"You just stop wanting things…am I right?" Lana said with a bitter smile. Jessica returned the smile. "Yeah."

"So you graduate this year?" "Yeah. ESU so I'll still be around to help you through the hell that is Midtown High. You game?" Lana smiled. "You bet your ass I am."

* * *

**Harlem, Same Time**

Flash Thompson walked across the crowded streets so he could get to the gas station. He walked past several people lingering around a corner, probably drug dealers from one of the many gangs that littered Harlem.

The neighborhood itself was notorious for crime and street gangs of increasingly destructive variety. If Manhattan and Queens hadn't been filling up with super crime, all the police's manpower would be here.

Flash was careful to stay as far away from this neighborhood as possible but today his aunt had asked for his help in moving. He was more than happy to get his aunt out the sty that the neighborhood was as gang violence had suddenly spiked since Wilson Fisk had been outted as the Kingpin of Crime. Now most of the gangs were shooting up any territory that they wanted to.

The automatic doors opened up as a beep announced Flash's presence. The man at the register glanced at him before looking up at the news. Flash looked up at the screen to see live footage of Spider-Man breaking up another robbery.

"Too many freaks out there lately." The clerk muttered in irritation causing Flash to frown.

"Yeah but he's a hero."

The clerk turned to look at Flash. "What the bug-man? Please he's a freak like the rest of 'em. We're better off without of those freaks." The man said.

Flash noticed that on the counter was an article from the Daily Bugle. Flash glared at the paper when he saw the headline. It read: **Menace to the Public, Spider-Man Demolishes Construction Yard.**

"That paper is full of shit." Flash muttered as he walked to the back of the stores where the fridges full of drinks were. He opened the fridge and pulled to a soda and went to the front to pay.

He placed the bottle on the counter as the Clerk still watched the TV, not bothering to run around. Flash glared at the man as he tried to speak up.

**BABABABANG!**

The store was torn apart by a hail of bullets that ripped through the glass and the walls of the shop sending splinters of dry wall glass, metal and wood flying. Flash hit the ground hard as bullets slammed into his chest.

The store clerk's face was blown clean off his skull as bullets riddled his body sending a torrent of blood into the air, painting the decimated store in blood.

Outside the shop was a beat-up mustang with its windows rolled down and several smoking gun barrels sticking out of its side. Three men in bandannas pulled their Uzis inside the car as the driver slammed his foot onto the accelerator.

The vehicle roared past the street as more gunfire erupted from the car. Bullets flew through the air striking everything on the street. People were mowed down like weeds as a hail of shrapnel tore through their flesh, bathing the streets in blood.

* * *

**Inside the Shop**

Flash awoke to the distance pop of gunfire ripping through the air. He tried to stand but found his stomach was wet. He looked down to see a quickly growing pool of blood emerging from both his chest and stomach.

"G-god…" he muttered as his mind flashed back to the shooting almost a year ago. He could feel the blood flowing from his chest and stomach. He could here Liz crying in the background, Harry screaming his name in horror. Was this how he was going to die again? Lying on his back in the middle of some asshole's shop?

"_Survive"_ Flash's eyes widened at the voice. _"Hurt….heal…fight…fight! Fight! Fight! KILL!" _

A thick black sludge crept over Flash's body, bathing it in black goo.

* * *

**Streets of Harlem**

"Now that was fucking fun! Right Big E!" one of the gang members shouted out as he fired off several more bullets from his Uzi out the window, hitting several more people on the streets.

"Damn right! No one says no to the Bloods! That dick of a shop keeper should of paid his protection money!" "WOOO HOOO!" another gang members screamed out as he fired his pistol into the air, hanging outside the car as it rushed down the street.

"Where to next Big E!" The man in the passenger seat asked as he looked at the driver. Big E grinned as he kept his eyes on the road. "We gonna tear up Harlem. This is our turf and the police, the Croods, and the Tigers ain't gonna do shit against us!" He said confidently.

* * *

The mustang tore through the streets, distracting everyone from noticing the large black figure leaping from building to building. The creature leapt from one roof to another with one thought in its twisted mind.

"_Kiiillll…" _

The creature leapt from the building and crash landed on the roof of the mustangs with an audible thud. The members inside heard that sound and immediately cocked their guns.

* * *

"Is it the bug?!" One shouted as he pointed his gun at the roof. "Can't be! He doesn't come out to Harlem!" "Then who is it?!"

"_KILL!" _

Before Big E could react a massive black arm slammed through the roof and grabbed his head ripping him through the roof.

"Holy shit!"

"BIG E!"

The arm returned again but grabbed the man in the front seat ripping him through the side door and tossing his body into the street where it slammed into the asphalt, splattering blood onto the black paved road.

"WHAT THE FU—" The last thug never finished his sentence as the car slammed into a pole, crushing the metal structure and sending the car careening into an alleyway where the car crashed into the walls that enclosed the alley. The thugs was sprawled against the wrecked vehicles door.

"Ugh…" he groaned as he struggled to remove himself from the shattered glass. "Guh!...Oh…" he moaned as blood drip down from his sliced and cut up face. Pieces of shattered glass were lodged in his face as he tried to push the door open.

The broken door refused to budge as the weakened thug continued to push or rather slump against it. "Gah! Ugh…come on you fucking piece of shit…open!" he screamed.

The door finally gave way and the remaining thug toppled to the ground. He clawed his way to his feet and stood up with a hunch as he gripped his side in pain.

"I'm…I'm alive…" he muttered in disbelief as he looked at the smoking wreck that was the mustang. "I'M ALIVE!" he screamed before an audible thud was heard behind him,

"_Give it a second…" _A menacing voice said from behind. The thug whirled around to see the massive form of Venom glaring down at him. "Oh god…" _"More like Satan…" _Venom growled.

The symbiote struck forward, grabbing the man by the face and slammed him into the wall. The gangster desperately clawed at the massive hand as he desperately tried to free himself fro the monster's grip.

"_Murderer…" _Venom growled as he squeezed tighter. The man's thrashing increased as Venom began to crush his skull. **"**_Must die…" _he muttered as the man tried to free himself in vein.

Venom's fist continued to squeeze. "_Murderer…must kill…kill….kill…_NO!'

Venom jerked its head back as if it were in pain, releasing the frightened gangster. The gangster glared up at the monster before dashing down the street. Venom braced itself against the alley wall.

"_Kill! Kill!" _It screamed in anger. "NOOO!" Flash screamed out as the symbiote slowly began to recede from his body. The black sludge began to recede into Flash's body leaving behind the terrified teen who slumped against the alley wall in exhaustion.

"W-what's…h-h-happening to me?" He muttered as he looked down at his hands in fear.

The sounds of police sirens snapped the boy from his stupor and spurned him to run. He shot of down the alley in the opposite direction that the thug had run off in.

* * *

Little did he know of the figure perched on the rooftop above.

"Interesting…" Eddie Brock murmured as he looked down at the rapidly retreating form of Flash. "He's aggressive…maybe I should tell Peter…" he mused before several tendrils of the symbiote slowly moved up his face.

Eddie's expression changed from bemused to contemplative as he listened to his 'other half'. "No. You're right. He hasn't lost control yet, it doesn't warrant my concern. Yet. Now…" he slowly rose from his perch and looked towards the opposite side of the alley.

"I have a pest to deal with…" The Venom symbiote slowly encompassed its host in the black ooze. A second later, Venom's massive jaw grinned in sadistic joy at its intended prey.

* * *

The remaining thug ran through the deserted alleyway before collapsing in a small puddle. "Oh god…" he muttered. As blood dribbled down his face. "Big E and Wally…oh god! That bastard!" He screamed as his fear turned to rage.

"I'ma find that punk! And kill him!" _"No…you wont." _The thug whirled around to be greeted by the same monstrous creature that had attacked him mere moments ago.

"NO!" he screamed in fear as several tendrils shot forth from Venom's body and wrapped themselves around the terrified murderer. "P-p-p-please! Don't!"

"_Don't what? Eat you alive? You get no say…there's a couple lying in the street that will never get married, have children. There's a father cradling his dead son. He'll never see his first date, never teach him how to drive, never see him start a family. People like you…YOU GET NO SAY!"_

The monstrous symbiote unleashed a blood-curdling screech before chomping down on the man's head. A torrent of blood erupted from Venom's mouth, painting the walls of the alley way in the crimson fluid.

"_Now I'm full." _Venom said while licking his lips with his elongated tongue. The slimy appendage retracted into his mouth as the symbiote goo began to recede into its host. Within a few seconds the form of Venom was gone, replaced with the trench coat wearing blonde that was Eddie Brock.

"Well…one more piece of filth off the street. And another problem to deal with." He muttered thinking back on the symbiote that was given to Flash. He sighed finally coming to a decision. He wouldn't tell Peter. Not yet. Until he was sure that the symbiote would become as volatile as his own, he would merely observe when he could.

Eddie walked out of the alleyways and into the chaotic streets of Harlem, ignoring the police sirens and worried bystanders desperately attempting to flee the scene of the shooting.

* * *

**Manhattan, 12:00 PM**

The streets of New York city were bustling with people, even at this tie of night, most were entering the subways and catching cabs, completely oblivious to the long black limo that pulled up to the front of a still incomplete skyscraper.

The massive tower was still incomplete towards its upper most floors, however this did not matter to its new owner. The doors to the limo opened as several rather plainly dressed people exited the vehicle.

They stepped towards the building and lined up like soldiers welcoming a commanding officers. The line of civilians were blanked face and wide eyed. Theirs eyes were glazed as if vacant of thought. One of the civilians stepped forward and opened the limo door.

Out of the driver seats stepped out a well dressed man in sunglasses who walked to the open door and extended his hand to the person inside. A slim hand extended from inside the limo and grasped the driver's hand who ever so gently pulled the figure from the limo.

Out stepped a gorgeous woman with a slim hourglass figure wearing a form fitting, sleeveless black dress that flowed down below the knee. Her long black heels clicked against the sidewalk. The woman had long black hair held up in a bun. On her wrist was a bracelet with two dog tags attached to it.

The woman looked up at the skyscraper with her deep brown eyes. "Is this the building we have procured?" She asked her driver, although she already knew the answer.

"Yes Mistress." The driver replied in a monotone voice as he stared ahead blankly. The woman stepped forward, making her way towards the building's entrance. "Come along. We have much work to do."

"Yes my Queen." The group said all at the same time. They slowly followed the woman inside the building, leaving the streets deserted.

* * *

**And thus ends another chapter. Try and agues which character this new woman is in either a PM or a review. I know this chapter didn't have a lot of action in it, but that's because I'm using it to set up more arcs for the future of this story. I'm also brainstorming the ideas of doing a Fantastic Four wedding as a stand alone story while bringing in several famous heroes like in the comics. **

**Let me know what you guys think! **


	44. Chapter 44: Confessions

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners. **

**Before I start this chapter I would just like to clarify a certain fact about some of Peter's powers. In the Ultimate comics his powers were slightly weaker than his mainstream counterpart mostly due to his age, he was weaker in strength because at the time he was still only 15-16. His spider-sense is also weaker. My version of Spider-Man is much stronger than his Ultimate counterpart but his spider-sense is slightly weaker. It's not as powerful as the original although it does work on moments of extreme danger. **

**Chapter 44**

**Confessions**

**Midtown High**

The halls of Midtown high were bustling with students all in a hurry to get out of school as the final bells rang, signaling the end of the school day. Peter moved towards his locker as his fellow classmates tried to rush out the door.

He reached his locker and spun the combination to unlock the built in lock. He opened the metal container to remove several books from his bag and place them inside. He removed a small vial of blood that he had gotten from MJ in regards to Mattie's pheromones.

"Hey Pete!" Flash shouted out from across the hallway. Peter looked at his quickly approaching friend. He shoved the vial of blood into his bag and quickly zipped it up. He turned around to face his friend as he closed his locker.

"Hey Flash. What's up?" "Have you seen Mattie?" "Uh…no, why?" Flash looked around sheepishly before it clicked with Peter.

"You're trying to ask her out."

"Is that obvious?" Flash said while rubbing the back of his head in obvious embarrassment. Peter smirked at this. As much as Flash was possible, he was pretty bashful when it came to Mattie and her outgoing personality.

"Kinda. She's a joy to be around isn't she?" Peter said with a hint of smugness. Flash returned the smile. "Yeah. She's something. So…care to give me a hand with her?"

Peter's smile dropped. "Well…asking her now might not be a good idea right now."

Flash's smile also dropped at this news. "What? Why?"

Peter rubbed the back of his head and sighed. "Her uncle. She's living with him right now and they're kind of in a tense phase about her dating. She wasn't even supposed to be at your party. I know Jameson and he would kill you."

"Come on! He can't be that bad!" Flash argued. Peter gave him a deadpanned stare. "Is he?"

"Is who what?"

The two boys turned around to see Mary Jane walking towards them with her book bag over her shoulder. "Jameson. And his loathsome ability to prevent dear Mattie from dating our very own blonde haired Jock." Peter said.

"Nice narration Tiger." MJ said with a smile before she turned to look at Flash. "Unfortunately Peter is right. Mattie's uncle is super-overprotective of Mattie. He's like the overbearing father in those bad teen movies."

"Great." Flash muttered, his good mood all but destroyed by the revelation. Peter slapped him on the back as he walked past him, ushering him to follow. "Buck up Romeo. It'll take some convincing but I got a plan."

"Plan?" MJ and Flash asked at the same time.

"Yes, a good ol' fashion plan to repair our friend Mattie's relationship with her uncle, restoring that fractured trust between girl and adopted father while simultaneously granting dear Juliet a chance with our Romeo." Peter said adding sarcasm to the end.

Flash and MJ stared at him before the former spoke. "Why didn't you just say we're gonna fix the relationship?" "Yeah you threw in like half a speech Tiger."

"It's called adding drama get over it." Pete muttered as he headed off down the hall and out of the school, the others trailing close behind. "Leave the details to me and I will help you and Mattie's blossoming romance."

"Well I'll leave it to you buddy." Flash said as he walked the other way, leaving MJ and Peter alone.

"You really meant what you said about helping Mattie?" "Of course. I help all my friends." Peter responded as they walked across the street. "But first call Mattie and tell her to meet us at the warehouse."

"What? So you can try out the new anti-pheromone perfume?" Peter smiled at her. "Babe, you know me so well."

**Warehouse**

Peter slid the door open and walked into his warehouse. He threw his bag onto the couch and walked towards the stairs that lead below his loft area and down into his makeshift laboratory.

He approached the sliding door that was the lab's entrance and punched in his personal code. He waited until the yellow light turned green and the locks clicked open. Peter smiled before walking into his lab. He took the vial of blood out of his coat pocket and walked over to one of his many 'borrowed' Oscorp devices and placed the blood in a slot.

"Well, time to give Mattie a little gift." He said before typing several commands into his computer.

"I see your attachment to your friends belies your true purpose." A voice muttered out.

Peter whirled around to see the old and withered form of Madam Webb. "You." Peter growled out as he saw the source of several nightmares stare at him. "Is that any way to greet your elder?" Cassandra Webb said with a small smile.

"Yeah, an elderly pain in my ass. What the hell do you want?" "Language young man." "Time is of the essence old crone." Peter said, causing her smug smile to falter.

"That manner of yours will get you in trouble one day." She said darkly. "Tell that to the hundred plus villains I've thrown in the slammer. Or…ER if you look at it that way." Peter said giving it some thought.

"What an arrogant little brat you are." Madam Webb scoffed.

Peter turned back to his work as he spoke. "I assume you're in my head right?"

"Correct."

"Great…get the fuck out before I start throwing some nasty thoughts your way." "A little late for that don't you think? Oh no, of course you don't. You're too busy mouthing off and ignoring the advice that you need to here."

Peter continued to work and pulled out the container of perfume that MJ had given him to use. "Could we wrap this up? It's not that I don't love our little talks but it's just…well I don't love them."

"You should be prioritizing." "I am. I'm helping a friend with a problem. That's my priority." "Your friends are not important. There is a new enemy in this city and she will stop at nothing to destroy it. Her presence alone disrupts the Web of Life."

"The what of what?" Peter asked turning around to face her.

"A totemic force of the universe that binds all living things to its existence. All creatures are interwoven in its fo—" "Jeez sorry I asked." Peter muttered irritably. Madam Webb scowled at his casual brushing aside of the issue at hand.

The teen walked away from his lab table and towards another table with a laptop attached to several devices with extended plugs. Peter sat down in the chair and began to type in several commands.

"You are just going to ignore all that you have been christened to do?" Webb asked as she 'glared' at the teen through her black glasses. "Absolutely not. I'm doing my job by helping people. You want me to do the opposite and focus on a problem I don't even know about. Call me up when it starts, until then, you and Ezekiel can eat it."

Peter pulled out his mask from behind his hood and pulled it over his head. Immediately Madam Webb disappeared from view, leaving Peter alone in his lab.

"Psychic shielding how I love you." He said to himself as he continued to work.

Peter held up the bottle of chemical perfume and smiled. "I'm a genius." He said as he stood up from his workstation and headed for his lab's door. He exited the room and slid the door shut and heard the lock click.

He walked up the stairs and reached the top floor of his warehouse. His cell phone began to ring and he looked at the caller ID to see it was Mary Jane. He answered the call and brought the phone towards his ear.

"Hey Red, you got Mattie?" **"Yep. Hey why is your voice muffled?" **"Hmm? Oh sorry had my mask on." **"Why?" **"I'll explain later. How far are you guys from here?"

The sound of a metal door opening caught Peter's attention. He whirled around to see the warehouse door opening as light flooded in. Peter realized he was still wearing a mask and removed it from his face before stuffing it in his jacket pocket.

MJ entered the room with Mattie in tow, the latter of which looked confused as to why she was there. MJ stood beside Peter as Mattie took a look around the warehouse. Her face took on a slightly amazed look.

"This is where you guys hang out?" she asked in amazement as she took in the warehouse's well-furnished appearance.

"Pretty much yeah. Cool right?" MJ said. "Hell yes! Man you could totally open a club here!" Mattie exclaimed as she looked at the vast space they had to work with.

Peter scratched the back of his head at the thought of opening a club. It would definitely be fun and could be a good source of income, but he quickly brushed it aside at the thought of the club seeing Spider-Man descend through a skylight, which more or less would probably happen.

"Yeah…doesn't seem like to good of an idea this time around. But back to business." "Huh?" Mattie responded, not sure of what Peter was speaking of.

"Mattie…listen this isn't easy for any of us to say and all but…we know."

Peter and MJ looked at the black haired girl to discern her expression only to find it blank of any. Mattie blinked once or twice before looking between the two. A look of confusion crossed her face before she spoke up again.

"Uh…know what?" She said, obviously puzzled. Peter and MJ glanced at each other and then back to Mattie. She clearly didn't know about her power. Peter sighed before speaking up again.

"Mattie…oh this was so much easier in my head. Y'know the little incident a couple of days ago? When people got super sick in the gym?"

"Uh, yeah…why?"

"We think you might've done that, accidently of course." MJ said.

"What?! That's ridiculous! I couldn't have done that!" "Mattie, we think you might be a mutant." Peter said.

"What?! No I'm not!"

"Mattie it's nothing to be ashamed of!" MJ pleaded. "We think your powers are just acting out at this point but Peter made a chemical that can stop them, or at least nullify it."

"Guys! Seriously I'm not a mutant!" Mattie argued. "Mattie you don't have to deny it. I'm one too!"

"Peter show her." MJ encouraged as she lugged an old car battery onto a table. Peter approached the machine and placed his left hand on the device before ushering MJ and Mattie back a few feet. He smirked as he sent a current of electricity though the device, resulting in it exploding.

**KAPOW**

Battery acid began to spark and pop from the burnt and twisted husk that use to be a car battery. Peter brushed his hands clean of any rust or dirt and turned to see a stunned Mattie and smirking MJ.

"Holy shit!" Mattie exclaimed with a smile on her face. "That was awesome! So you're a mutant?" Peter nodded his head before pulling out the container of perfume for Mattie. He tossed the object to the girl who easily caught it and looked at it.

"It's not bad being a mutant." Mattie sighed. "Guys, for the last time I'm not a mutant…that's not how I got all my freaky powers." "Powers as in plural?" MJ asked.

Mattie nodded her head reluctantly before looking between her two friends. "Pete, turn around for a second." "What? Why?" Mattie looked at MJ and then to Peter with a small blush.

"I, uh…have to take my top off."

MJ and Peter stared at her with the same expression. "What?"

"You want me to show you my powers right? Well I didn't bring a backless shirt today so I need to take off my shirt so j-just…just turn around!" She muttered as her blush deepened. MJ looked at Peter. "Turn around." "Turning, Yeesh."

Mattie pulled off her hoodie and then followed suit with her T-shirt, glancing behind her to make sure Peter wasn't turning around. MJ smiled at her. "Don't worry Pete is a gentleman. Isn't that right?" She said calling out to her boyfriend who she was certain was blushing like crazy. "You wouldn't even think about turning around to get a good look at Mattie in just a bra, would you?" She said while grinning like crazy.

"Just shut up!" Peter said while blushing. "Just hurry up."

MJ smiled at the still blushing Mattie as she positioned her shirt over her chest. "H-he can turn around now." Mattie muttered. "Alright Tiger you can look now."

Peter turned his head slightly and saw Mattie was still modest by covering her chest with her shirt while her hoody rested at her feet. Mattie was still blushing about turned around so her back faced her two friends.

"Promise that you guys won't freak out." She muttered. She turned her heads to see her friends nod their heads. She smiled at them before concentrating. The two teens watched in amazement as four small lumps grew on her back and began to bulge before ripping through her back causing her to grunt in pain.

Peter instinctively moved in front of MJ as four bony spider legs emerged from her back and arched around their master. Mattie took a fearful look behind her to see her friends' expression only to see surprise instead of fear. "This…doesn't freak you out?" She asked nervously.

"Honestly?" Peter asked as he and MJ stared at the bony legs. "I'm still trying to figure out what we're looking at." Mattie grunted again as the legs retracted into her back. "There…well my legs." Mattie said. She pulled on her shirt before bending down to retrieve her hoody which she promptly put on.

"Your legs." Peter reiterated, making sure he heard her right. Mattie nodded her head as she turned to face her friends. "I'm not a mutant. I know this is going to sound crazy…and I know it's gonna be even harder to believe…but, I got my powers from a magical ritual."

Peter and MJ's ears perked at the mention of the word magic. "Mattie…what did you do?" Peter asked, an edge of seriousness snaking its way into his tone. "My dad…he got a hold of some old piece of a tablet. One out of five. Every couple of decades…there's this…ritual where every person who has a tablet get together and conducts some freaky chant to get one out of five gifts for each of the five people there. You either get power, immortality, knowledge, madness or…death. I got power when I took my dad's place in the ritual and I got…well spider-powers."

"Like Spider-Man, right?" MJ said with a knowing smile. Peter sent her a playful glare that Mattie missed. "Yeah. I can stick to walls, have the legs, super-strength, speed, but I can't shoot webs. Which is kinda a bummer. Can you imagine how fun it must be for him to web-swing everyday?"

"It'd be pretty awesome." Peter said with a smirk. "Yeah." MJ said again giving a knowing smile at her superhero boyfriend.

"So…can you guys keep this a secret?" she asked hopefully. Peter and MJ smirked at this remark before responding in unison. "Hell yes."

**Daily Bugle, Later**

The elevator doors opened to allow Peter to step out of the machine and into the main office of the Bugle. He looked around and saw Norah sitting at her desk talking to Ben who was fingering a cigarette, clearly trying to resist a smoke indoors.

Peter remembered the last time that Ben had lit a cigarette in the building and set off the sprinklers. The entire office had chewed him out for days after that. And his paycheck still hadn't recovered.

He walked towards the duo and stopped in front of them. "What's up kid?' Ben asked as he thumbed the cigarette again. "Not much…just trying to help a friend. Is JJ available?"

"You mean is he in a good mood? No." Norah said as she looked over the article she was writing. "Dammit." Peter muttered. "Is this about Mattie?" Ben asked knowingly.

"Yeah." Peter responded, knowing it was hopeless to try and lie to the reporter in front of him. "I was going to try and talk to them to see if I could help patch things up between the two of them."

"Well that's considerate. We'll make sure to carve 'great friend' onto your tombstone." Norah said. Peter glared at her before looking at Ben. The older man shrugged his shoulders and gestured towards Jonah's office. "Fortune favors the bold kid." He said.

Peter sighed before reluctantly walking towards the office of his boss and owner of the Daily Bugle.

He opened the door to see his boss glaring out the window with a cigar in his hand, its end sending a cloud of smoke into the air. Peter pushed the door open a bit more and entered the room. Jameson turned around as a scowl emerged on his face.

"WHAT DO YOU WANT PARKER?!" He roared causing Peter to flinch from his voice volume. Peter relaxed for a second before he walked into the room, stopping in front of Jameson's desk.

"I came to talk." Peter said simply as he sat down in front of the desk. "What makes you think I want to here 'you' talk?!" Jameson snarled as he glared at the teen.

"Because its about Mattie." Peter said causing Jameson's posture to stiffen. The man's hand dropped to his side as he placed the cigar in an ashtray. "She's not your problem." Jameson muttered.

"Yeah I've been hearing that a lot lately…" Peter grumbled in frustration, recalling his previous conversation with Madam Webb. Jameson leaned back in his chair. "Then you should listen to those people." He growled out.

"Jonah, I seriously think you need to reassess what happened between you two. You guys got into a stupid argument about d—" "THE ARGUMENT WAS ABOUT HER LIFE!" He roared slamming his fist into the table.

"JJ it was about her dating and the fact that you didn't trust her!" Peter responded while standing up to face his boss's raging face. "Trust is a two way street that has to be earned!" he roared.

"Jonah, listen to yourself! I know she's your responsibility but you can't protect her forever! Eventually you won't be able to control what she does! It's better that she makes a mistake now a—" "And she gets hurt by it!? NOT A CHANCE PARKER! NOT WHILE I'M BREATHING!"

"YOU WONT BE BREATHING FOREVER!" Peter screamed back. His outburst had been so loud that even the people outside could hear their argument. They had jumped from their seats, not use to hearing the normally calm Peter Parker.

Even Jameson himself was a bit taken aback by the teen's intensity. "You won't be…" he muttered almost breathlessly, fists shaking in anger. He looked up at the man, staring him dead in the eyes. "My uncle…died. One year ago." He started. Peter turned his head away, looking anywhere but at Jameson.

"The last words…we said to each other…were full of hate…disappointment…anger. We…argued, the night he was killed. I stormed out. He went looking for me. If I hadn't…if I hadn't left, if I hadn't argued with him…maybe he would still be alive."

Jonah could see the emotions the boy was fighting, keeping them locked behind a wall of will. But that wall was breaking. Tears formed at the edge of his eyes, threatening to break free and stream down his face. Peter leaned down against the desk on both fists. His head hung as he took a deep breath. He looked up at the man. Tears had finally broken free from his eyes.

"I…I never got to say goodbye to my uncle when he and I argued. We never reconciled. I don't want that to happen to you." Peter stood up from the desk and walked towards the door. He stopped as his hand rested on the doorknob

"I don't mean to be a pessimist…but people die every day for the dumbest of reasons. They drop like flies at random. I don't want yours and Mattie's last moments to be spent hating each other. Fix this Jonah. Before its too late."

Peter rushed out of the door and slammed it close, leaving a speechless Jonah behind.

**Apartment Complex, Later**

Mattie Franklin walked through the doors of her apartment and marched towards her room where she flopped down on the bed after entering the room. She stared at the wall of her room as she laid face down on the bed. She turned around and stared up at the ceiling as she thought over today. It had been as average as you could think, besides the fact that she had just revealed her powers to two of her friends and learned that her powers also caused men to become sexually aroused while causing any girl around her to puke.

As much as she hated the careless and awful bastard that had been her father, she had to appreciate his obsession for the occult. It had giver her the chance to take his place and ruin something he had wanted from the beginning of his twisted time as her father. His place in a ceremony that would change her life. Four others had joined her in the ritual.

The first two had been people of wealth and power, rich tycoons with too much time on their hands. One had received madness, the other death. The third had been a blind and crippled woman who took the ritual more seriously. She received the gift of immortality and had rapidly de-aged at least 30 years. While she still looked a tad elderly she was roughly in her 60's by appearance and Mattie assumed she wouldn't be aging for a while.

The last man, before her, received knowledge. While at first furious that he had not gotten the gift of power he so desperately craved, he soon realized with the knowledge that he had gotten was as powerful as any other gift the ritual had provided.

And then of course Mattie herself had gained all the power she had wanted. Her father had been furious with her. He had attacked her at the same time her beloved uncle had been visiting. When he saw her father attacking her, he snapped. It didn't take long for social services to come to the beck and call of New York's premiere newspaper owner.

Her father hadn't bothered to put up a fight for custody and to Mattie's surprise, she wasn't hurt. It may have had to do with the fact he had never acted like a father to her before. Not once. In the following year she had been taken in by her uncle and cousin who was more or less like the big brother she had never had. They had helped her adjust to living in New York when she had previously lived in Rhode Island. Now she was in New York City where her uncle had banned her from dating.

She sighed in irritation before she pulled out the bottle of perfume her friends had given her. "Well at least I can stop worrying about people puking." She muttered.

She heard her apartment door open and the familiar footsteps of her current caretaker. Mattie sat up on her bed as she heard the footsteps approach her own door. The apartment was silent for a moment until the sound of knocking was heard from the other side.

"Mattie?" Jonah asked quietly from the other side of the door. Mattie remained silent for a moment before she responded. "Yeah?"

"Can I come in?" Mattie hesitated again for a moment before she reluctantly got off her bed and walked towards the door. She opened the door to see her uncle standing in the hallway, an uneasy look on his aged face. Mattie moved to the left to allow her uncle to enter the room.

The man stopped at the foot of the bed before sitting down. Mattie walked towards her own desk and sat down on her chai. She turned to face her foster father of sorts before he spoke. "Mattie…we need to talk.

**Midtown High, Next Day **

Peter walked down the hall and reached his locker where he pulled out a textbook and placed it in his bag. He sighed as he thought over his argument with Jameson. He screwed up. That was all he could think about. He had went in there to try and ease Mattie out of her rut when he had let his emotions get the better of him. Kraven had taught him better than that and Matt had reinforced that training time and time again whenever they worked together.

He sighed as he rested his head on his locker. Instead of fixing the situation he had just let rip every bottled up emotion he had about his uncle's death. As much as Peter claimed to have moved on from it, he still felt guilty about the incident. He lifted his head off the metal container and turned around to see Mattie standing right behind him.

Startled by her sudden appearance, Peter backed up into the locker. "Easy buddy I don't bite!" she said playfully. Peter smiled and readjusted his backpack to rest on his left shoulder as Mattie gave him space to move.

"Sorry Mattie. Just a lot on my mind." He muttered as the two walked towards their next class. "Sorry to hear that. But on the plus side, Flash asked me out!" Peter stumbled for a second but quickly recovered.

"What?"

"Yeah! He asked me this morning!" "Uh, cool!" Peter said forcing a smile on his face. Internally, Peter was raging at Flash for not waiting until he had fixed the problem between Mattie and her uncle. 'Could he not keep it in his pants for more than a day?' Peter fumed inside his head as they continued to walk.

"This is awesome! I mean I know it's just one date and all…but…it's just so great!" She said nearly jumping for joy. "Mattie, don't take this the wrong way…but what about your uncle? I mean the last time we had this discussion he nearly fi—" "That's the great thing! He said I could date!"

Again Peter nearly stumbled, he was beginning to think this was going to be a gimmick with him. "He did?" "Yeah! We talked last night and he said I could start dating! I mean sure, he made some restrictions…like no necking or making out and I have a curfew…but how will he even know, am I right?"

She said it so flippantly that Peter couldn't help but smile. 'I guess my little emotional breakdown had some good.' He mused privately. They finally entered the classroom to see Flash and MJ sitting at their respective seats.

The two teens sat down in their respective seats while Mattie turned to MJ to give her the good news. Peter glanced at Flash who looked back. Peter smirked and gave him a well-concealed thumb–up which Flash returned with a grin. The teacher walked into the room and started call role.

**Triskelion**

Another combat droid burst into flames as the mock battle dragged on. Another combat droid fired off its machine gun full of Taser ammunition. The bullets melted in midair as a wave of heat washed over them. The droid attempted to fire off another barrage but was met with a burning fist that seared through its metal hide.

The machine collapsed to the floor seconds before a buzzer blared, signaling the end of the round. Multiple droids littered the ground, bodies smoking, metal hides liquefied by the intense heat.

In the middle of the room stood a beautiful blond woman in a form fitting (if not skintight) black and grey combat suit with no sleeves. Liz Allan panted as she felt the adrenaline rush leave her system, allowing her to feel the intense burning sensations in her muscles. She fell to her knees as she took in a much-needed gasp of air.

She lifted her head to gaze at her handy work and smiled. She was getting better. The outbursts from her powers were all but gone. She could control the majority of her abilities although her flying still needed work. She looked up at the monitor hub where other agents could observe the matches.

Inside the booth sat Phil Coulson who smiled at the young teen below. "She's doing well for a rookie." A voice said from behind him. Coulson turned around to look at the new comer.

Kaine leaned against the side of the one-way glass and glanced at the young blond in the training room below. "You seem surprised. Did you think she would suck or something?"

"Don't really know her that well." Kaine responded. "Really? I thought you had all of his memories." "I do. But they're not mine. I don't know her." Kaine turned around and exited the room leaving a frowning Coulson.

**New York City, Later that Night**

Mattie and Flash walked down the street, laughing as they did. They were on their way to get some food. They didn't even realize that someone was tailing them from the rooftops.

Spider-Man glanced down at the pair as they turned another corner. Peter sighed under his mask and fired off a web-line and pulled himself up towards the edge of another building where he took another look at the oblivious students below.

"I feel like a fucking stalker." He muttered in irritation as he snapped another photo of them to hand off to Jameson. "**You really should." **MJ muttered over the coms as she watched through his suit camera. **"Why did you agree to this?" **"For the sake of job security Red. I will live with this shame for the rest of my life." Peter said sighing as he took the last photo.

"That should keep JJ busy for now. Didn't realize he was protective enough for me to stalk his niece for safety reasons." **"Flash wouldn't do anything!" **MJ protested. "Yeah. He was a dick in middle-school but he's really come full circle."

Peter's senses went on alert as he turned his head to see the flashing light of police sirens as they raced through the streets chasing after a beat up car. "Finally!" Peter said getting up and firing off a web-line.

"**I don't think its cool that you're excited for a car chase." **MJ said naggingly. "Well…I'm really just using any excuse to web-swing at this point. And who says crime doesn't pay?" **"Pretty much everyone Tiger." **"That was rhetorical babe. See ya in a few!" he screamed as he leapt off the building, leaving his friends on the streets below.

Mattie and Flash walked alongside the street laughing as they approached a nearby restaurant. "Thanks for asking me out." Mattie said sincerely as they stopped outside the building's door. "You don't need to thank me Mattie. I was just happy you said yes." Flash said smiling down at the shorter girl. Mattie smiled up at him as they approached the restaurant door.

Before they entered, they heard a noise from the adjacent alley.

**POP! POP!**

The startled teens looked at each other before moving towards the alley. Flash stepped in front of Mattie and put his arm in front of her protectively. The two rounded a corner to find a group of thugs in punk attire standing over a body. A pool of blood surrounded the unmoving corpse while one of the men held a smoking gun.

Mattie let out a startled gasp. The group of thugs whirled around in shock. Their eyes narrowed when they saw the two teens standing in the alley. One man pulled a knife while another brought out a crowbar.

"Well looky here…" one snarled as he cocked the revolver in his hand. "No guns…we can kill nice and quiet." Another thug said as the group approached the two teens who were frozen in fear. They both took a step back and the thugs charged.

Flash instinctively threw up his arm to shield himself only to be surprised by a flood black tendrils streaking off his arm. The black tendrils whipped through the air swatting away the attackers like flies. Two of the men hit the ground hard while the other three looked up in shock.

"What the fuck?!" one of them muttered in fear as he backed up in fear.

The leader of the group (the one wielding the gun) whipped out his weapon and prepared to fire off a shot only for the barrel to be plugged with a thick glob of black goo attached to a thick tendril.

Flash didn't know what was happening, and at the moment, something was telling him it didn't matter. '_Fight! Fight FIGHT!' _Flash pulled his hand back, dragging the mugger forward where he was met with a brutal stomp-kick that sent him colliding with the wall. The remaining tow dashed forward in a fit of mad frenzy, weapons drawn.

"Flash look out!" Mattie exclaimed. She jumped over her friend and unleashed all four of her spider legs, swatting aside the men's weapons and pinning them to the alley wall. The impact from the blow rendered them unconscious.

Flash looked in awe at the petite girl as her legs lowered the men to the ground. Mattie retracted her legs into her back before turning around to look at her date, a fearful look painting her gorgeous features.

Instead of shock, disgust or fear, Flash had a similar expression of awe that Peter and MJ had. "Whoa…" he muttered as he saw the bony appendages slowly retract into the petite girl's back.

"What are those?" he asked as the girl looked away. "My uh…legs…" Mattie said, keeping her gaze anywhere but Flash's face. "Cool…" was all he could say.

"You're not freaked out?" She asked, surprised that in two days none of her friends had freaked out the way she had expected. "Well…I'm more surprised you're not freaked out by the black goo I just used."

"Do…do you know what that was?" Flash looked away as he scratched his head. "No…it happened a coupe of days ago when I was in Harlem. There was a drive by shooting that…well…kinda blew a hole in my chest."

"What?!" Mattie screamed in shock as she moved closer to her friend. "Yeah…but whatever this stuff was…it saved me! I don't know what its is…I mean…do you think I'm a mutant?" he looked at Mattie who gave him a sympathetic look as she stepped closer.

The two were standing right in front of each other, completely ignoring the pained moans of the thugs on the ground.

"Does that really matter?" Mattie asked as she looked up at the blonde jock.

"I guess not…" he said as he leaned closer to the shorter girl. Mattie leaned up as they felt their breath on each other. Neither knew which leaned in first nor did they care. The two teens pressed their lips together as they engaged in a deep kiss; completely forgetting the goons sprawled at their feet.

**Hell's Kitchen, Later**

"**You sure you'll be fine if I sign off Tiger?" **MJ questioned as Peter fired off another web-line and swung towards the darkened area that was Hell's Kitchen.

"MJ I 'll be fine. You've helped me enough and last thing I want is your aunt ripping me a new one for 'corrupting' you like she always rants about." "**Yeah." **MJ laughed. **"Well good night Tiger. See you later." **

"I could always stop by later tonight for a visit." Peter suggested, smiling under his mask. "**Down boy, we'll get another chance." **MJ said flirtatiously before the line went silent.

Peter landed on the roof of a tall building and looked down at the small dojo across the street. 'This is the place.' He thought silently. His reasons for entering Hell's Kitchen at this time of night was for the explicit purpose of meeting Daredevil, who moments ago had called him for a meeting.

He leapt towards the adjacent the building and scaled down its walls. He ripped off a vent grate and slipped inside, crawling inside, he moved through the metal structure until her heard several voices below.

"You sure he's coming?" The first voice said. 'Is that Iron Fist?' Peter thought as he pushed open the grate to the room. His hand stuck to its metal surface, preventing it from falling. The costumed vigilante dropped from the structure and landed on his feet.

"Told you he'd show." Daredevil said as Spider-Man looked around the room. He saw that he was in the middle of a large dojo that was at least three stories tall in height and was covered with various acrobatic equipment.

In the center of the room stood Daredevil and Iron Fist, the former smirked at the heroes attempt at a sneaky entrance, obviously he had heard him enter before he even reached the room. Iron Fist looked slightly surprised but quickly smiled. "I guess you did." He muttered he turned his head to the left and Peter followed his gaze. Leaning against the back wall of the dojo was none other than Luke Cage.

"About damn time kid." "Sorry." Peter muttered in irritation. "Blame DD for the last minute invite."

"Sorry about that. But we decided that if we're still gonna go after Fisk then we'll need to keep on our toes. That last fight showed us that we've been slacking in fighting people with…extra-normal abilities." Daredevil said as he approached Peter.

"And what? We gonna fight some dudes who fit those qualifications?" "Kinda. We're here to spa against each other. This will gives us a chance to mix and match fighting styles against people with super-strength" Daredevil 'glanced at Cage. "mastery over ones body with peek martial arts training" Iron Fist smirked a little. "extra-sensory abilities" "Tootin' your own horn there huh?" Peter quipped with a smile under his mask.

Matt smirked. "and someone with super agility and reflexes." "Well I don't like to brag…" Peter said in fake bashfulness. "If we group up not only do we all learn new styles, but it will also help us as a team to know how one fights to back each other up in the thick of it."

Peter whistled, genuinely impressed. "Damn. Hard to argue with that logic. I hereby vote DD as are honorary club president." "Seconded." Iron Fist said, agreeing with the younger teen.

Daredevil smirked while Cage shrugged his shoulders. "So what's your first order, 'boss'?" Cage said getting off the wall. Daredevil turned to Spider-Man, drawing the other two men's gaze towards him as well.

"Uh…hi?" He said. "Well…we all know each other, but Webs here hasn't been…inducted yet." Daredevil said with a smirk. The other two quickly caught on as devious grins began to adorn their faces. Needless to say Peter didn't like the way that sounded.

He took a step back while Luke Cage cracked his knuckles, Daredevil ready his billy-club, and Iron Fist's hand glowed yellow.

"Uh…guys?" Peter muttered backing up. "What is this?"

"Think of it as…Initiation." Daredevil said before lunging at the teen.

"Aw crap." Spider-Man muttered.

**Whooo-weee! This one was harder to right. I don't know if you guys realized this yet but emotional scenes are hard for me to write, they take more time than I would like. Any way I hope you liked the bonus scene between the newly formed Marvel Knights. More events will follow as I move towards introducing a lesser known but still major villain of Spider-Man. **

**Shout out to user 'Don't have ideas for a name' your guess was sadly wrong but keep trying! Here's a big hint for you all: She was a villain in the Spider-Island story and a pain to put down. The next person who guesses and gets it write will be given the chance to have any marvel character introduced into my story with a suggestion of how its should be done! **

**Until next time!  
**

**Next Chapter: Down Falls the King **


	45. Chapter 45: Down Falls the King

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners. **

**Chapter 45**

**Down Falls the King **

**New York City, Manhattan**

The black car sped through the streets of New York City as bullets poured out its window. The fast-moving shrapnel tore up the street as two cop cars barreled down the street with police returning fire against the armored car.

The bullets bounced off the reinforced steel as the car made a sharp turn onto the next road, barreling into the sidewalk almost hitting a large group of pedestrians. The cop cars sped through the streets in a desperate attempt to stop the runaway vehicle.

One man leaned out of the black car and began to spew bullets out of the barrel of his Uzi. The squad cars swerved to avoid the incoming fire but some found their mark, ripping through metal hull and the glass windshield. The car veered to the right and slammed into a parked taxi, resulting in a sickening crunch.

In the air above, a red and black figure swooped through the sky firing off line after line of webbing. Spider-Man swung towards the ensuing car chase. He swung over the edge of a building and landed on the roof, breaking into a sprint. He leapt onto the adjacent building and ducked under a set of vents before leaping off the roof's edge firing off another line to propel himself through the air.

"DD! It's moving down on lower fifth! I could use a little assistance!" A moment later the Man Without Fear spoke over the com. **"I got my hearing locked on the car. Head off at the next street and get it to turn right on Lincoln." **

"Okay boss!" Spider-Man exclaimed as he released his web-line letting himself drop towards the street. He fired off another line that snagged the rear bumper of the car. "Woo hoo!" He hollered as he was dragged closer to the speeding car. He slammed feet first onto the trunk and stuck to its surface on all fours before crawling onto its top.

He positioned himself over the drivers seat and looked at the side mirror to see that the driver's attention was riveted to the road. Peter smirked under his mask. 'Time to go to work.'

The driver glanced at the rearview mirror to see that they had lost one of the cop cars but the second was gaining. "Dammit Jim shoot the fuckers!" he exclaimed.

"We're out of ammo! Why the fuck was it a good idea to rob a bank in broad daylight?!" his partner screamed back.

"I'll say!" A new voice said right before a black clad arm ripped through the glass and grabbed the steering wheel, jerking it to the side so that the car veered to the right rushing through an intersection.

"Its Spider-Man!" the passenger thief screamed as he slammed himself up against the car door. The driver desperately attempted to free the steering wheel from the vigilante's grip but failed.

"Enjoying the ride assholes?!" Spider-Man shouted out with a wicked smile as he steered the car towards a man in the middle of the street.

The man wore a tight yellow shirt that might as well have been painted on while dark black jeans clung to his legs. The African male cracked his gloved hands. As his knuckles popped he smiled at the incoming car.

"Good luck boys!" Peter called out before jumping off the car, allowing it to slam into the stalwart form of Luke Cage. The man didn't budge an inch as the vehicle collided with his body. The pair of thieves were sent flying into the air and towards the pavement before two web-lines snagged their back jerking them into the air before hey collided painfully with the asphalt, tumbling for a good measure of time as well.

The men groaned in pain as cuts and bruises dotted their bodies. Spider-Man dropped down from his perch on a street lamp and landed on the street. He walked towards the downed thieves just as two more figures hit the street. Luke and Peter turned to see the familiar forms of Daredevil and Iron Fist approaching.

"Nice job stopping the car Luke." Iron Fist said sarcastically. "Shut up Danny. You guys didn't do squat." "Hey I helped!" Spider-Man pointed out only to be ignored by the older man.

"Anyway," Daredevil said as he looked down at the two thieves. "We should question these two."

**Hell's Kitchen, Later**

The two thieves slowly opened their eyes before the feeling of pain coursed throughout their bruised and battered bodies. "Ugh…what happened?" The first man muttered before he realized he was suspended by his arms. "Wha—?" He looked up to see both him and his waking partner were suspended underneath the Brooklyn Bridge. The night sky was barely visible from the angle they had but they could see well enough that a fall from their height would kill them.

He struggled to remove his hands from the webbing as he tried to swing himself forward. After several failed attempts he finally realized the line wasn't long enough for him to reach the walkway just several meters in front of him. By now his partner was fully awake and was starting to panic. He tried in vain to struggle against his bonds but failed.

"If ya keep struggling the fish will have something good to eat." A snide voice called out catching the attention of the thieves. They turned to see the intimidating figures of both Daredevil and Spider-Man. The former leaned on the railing while the latter hung upside down on a web-line.

"Top of the evening dumbasses!" Spider-Man quipped. "Evenin' boys. Care to tell us why you were shooting up a bank in broad daylight?" Daredevil asked as he twirled his Billy Club in his hand.

"Why should we tell you freak's anything?!" One screamed as he thrashed around. Daredevil looked at Spider-Man who simply shrugged and jumped toward the thrashing crook, He grabbed onto the web-line and unsheathed a talon.

"You wouldn't!" The man screamed in fear. "Wouldn't I?" Peter said in a sickly sweet voice. "No! You wouldn't!" Peter and Daredevil looked at the driver who was still struggling with his own bonds.

"Everybody is wise to your act! The both of yous! Ya beat the shit out of us! Leave us in the hospitals! But you don't kill!" The man said with a smug grin.

Spider-Man turned to his crimson clad partner. "Are we really that predictable?" he asked. Daredevil took on a thoughtful look before speaking. "I guess we are. Well…now's as good a time as any. Drop the moron."

"Wha…?" "You got it boss!" Spider-Man said all too happily. With a flick of his wrist he sliced the line.

"GAAAAAAAHHHH!" the crook screamed as he plummeted below. A loud splash echoed throughout the area mere seconds later before a deafening silence encompassed the bridge.

The remaining thief looked shock. "Now ya want to tell us before you…and I can't believe I'm saying this, swim with the fishes?"

"We robbed a bank that belonged to Fisk!" the man screamed out. "What?" Matt asked at the mention of Fisk's name.

"Y-yeah! W-we robbed his bank!"

Spider-Man looked at his friend and then back to the thief. "Why would you be stupid enough to rob the Kingpin of Crime? Even if he's not in the country he—" "That's the point! He's not in the country! His crew is on the fall man! His territory is up for grabs! Anyone who's anyone is takin' a shot at his spot!"

Spider-Man swung over to his friend and leaned in closer to talk to him. "He's telling the truth." Matt said. "Ya think? You may have super senses but even I can see he's pissed his pants. He also might've of shit them too." "He did." Daredevil muttered while crinkling his nose at the foul smell.

"Should we still push?" Peter asked. Matt nodded his head. Spider-man turned around and looked at the terrified man who struggled in vain. "How'd you find out that his empire was crumbling?"

"How could we not?!" He screamed. "It all over the streets! Any two-bit thug with an ear to the ground knows that the streets are open season!"

Peter turned to Matt once again and the two talked. "You really think that's true?" "Yeah. I had a feeling things would get hectic, but never this bad. Hell's Kitchen is being flooded with dealers and Harlem is being overrun by gangs."

Spider-Man nodded his head. "Yeah. I heard Iron Fist has been dealing with the mob on his turf." "Yeah. This is getting out of control."

Daredevil turned towards their imprisoned informant. "What about the mob families and the gangs? Are they on the move too?"

"Of course! Any group, crew or loose knit band of scumbags is gunning for the throne! There's a meetin' happening tomorrow night! Down in the Bronx! That's all I know! Please don't kill me!"

"We believe you, yeesh." Spider-Man muttered before firing off a web-line. The thin strand struck the man's chest before he began to spasm in pain. He went limp after a few seconds after Peter stopped his discharge of his venom-blast. He pulled the man's body towards them and ripped him free of the bridge.

"Well I think our interrogation methods work well." Peter said. "At least they take us serious." Iron Fist said as he and Luke Cage walked onto the walkway. The latter carried the man they had previously dropped. "I think this tactic will work in the long run." Iron Fist said as he tossed a silver objet towards Spider-Man. The hero easily caught his left web-shooter and slipped it onto his wrist.

"I find that invention very useful." Danny said as Luke dropped the unconscious crook onto the walkway. "I still said we should've let him drop." Luke muttered. "Speaking of which…" Daredevil said as he 'looked' at the two men. "What was that splash noise? Don't get me wrong it was a nice touch, but…" "Oh that was just a piece of metal Luke found lying on the walkway. We thought hearing the splash would be more convincing."

"I liked it." Spider-Man said while he checked his web-shooter. "So we gonna meet up tomorrow for the bust?" "Count on it." Matt said as the group began to move away from the walkway. "I'll keep my ear to the ground. Until then, hang tight."

"Gotcha boss. At least I'll be able to get some sleep." Peter muttered. "Not getting' a lot sleep kid? Or has that redhead gotcha up?" Cage said with a smirk. "Uh…no, t-that's not it." Peter stuttered blushing under his mask a bit. "Just not sleeping well. A lot on my mind." Peter said as the team headed off the bridge.

**Parker Household, 12:00 am**

Peter slipped in through the window and quietly moved towards his bed removing his costume as he did so. He placed his costume in the trunk in his closet. He yawned as he sat down on his bed wearing nothing but his boxers.

"Ugh…why is my life so stressful?" he muttered out loud as he leaned back on his bed.

"If it's so stressful…perhaps you would like some relief." A sensual voice called out seductively. Peter's eyes shot opened before he jumped up from his bed with his claws unsheathed.

He looked towards the source of the voice and was stunned to see a gorgeous woman wearing a form fitting black dress that billowed a few inches below her knees but still hugged her curvaceous figure. Her brown eyes were framed perfectly by her black haired tied up in a close bun while several loose strands framed her face.

"Who are y—" Peter said before the woman stepped closer, silencing his words by placing a slender finger on his lips. She moved closer to the shocked teen and slipped her arms around his neck. "Sssshhhhh…" she whispered as she leaned in closer.

"All in due time…" she purred as she pressed her lips against his.

Peter's eyes widened in response before he leaned into the kiss. His hands found themselves wrapped around the woman's waist as he pulled her in closer, pressing her breast up to his chest.

The woman moaned in approval as she pushed him back towards his bed. The back of Peter's knees collided with the edge of his bed causing him to flop down with the woman on top of him. They continued to kiss as the woman pushed her tongue through the teen's mouth, an action he eagerly returned.

The woman slowly broke the kiss and peeled herself off the boy, earning her a moan of disappointment from the teen. The woman smiled seductively as she moved off the bed. She pushed back the thin spaghetti straps of her dress and allowed the silky garment to pool at her feet, revealing her naked body to the highly aroused teen sitting on the bed.

Peter could feel his pulse quickening and his breathing became labored as the woman stepped closer, straddling him beneath her naked form before leaning back down for a kiss.

"W-who…are you?" Peter said as the woman planted another deep kiss on his lips. "Relax…and enjoy the pleasure…" she whispered as she nibble don his ear causing Peter to groan. She slowly, teasingly moved her hand down Peter's chest. Her hand slipped under the hem of his boxers

"My name…" she whispered as she locked her brown eyes with his. "is The Q—"

**KNOCK KNOCK KNOCK**

Peter jolted up from his bed, heart beating, body covered in sweat. The pounding on his bedroom door continued. "Peter! Get up! You'll be late for school!"

"Uh…yeah! I'll be right out!" he called before he removed the blanket from his body. Peter face lit up with embarrassment as he saw the wet stain on his boxers and sheets.

"Gah…dammit." He muttered as he went to change clothes. This had been the fourth night in a row where he had had that same wet dream. If it had been about Mary Jane he could understand it, but some woman he didn't even know? That didn't make sense. "What is wrong with me?" He quickly moved to get dressed and head to school.

**Triskelion**

Another combat droid hit the floor, a large hole present in its head. Another droid followed soon after. And another. And another. The process continued as Kaine thrashed about the training room, leaping and flipping over the robotic trainers.

He slammed his stinger into the droid's spine before attaching a thick web-line to its back. He hurled the metal corpse into its mechanical brothers. The makeshift mace eventually shattered after colliding with another droid.

Kaine's spider-sense blared to life as a droid leapt towards him. He spun around to strike his enemy only to see a black arrow slam into the machine's skull. The robot hit the ground hard as its red eyes died out.

"Pretty sloppy bud." Hawkeye said as he strode into the room. "Shut up Clint." Kaine said as he retracted his stingers into his wrists. "No I think I'll keep talking. You look like crap man. Even the rookies can see through that costume that you're worn out. What's wrong?"

"I…" Kaine started, mulling over the idea of telling Clint about his dream. That woman. What they did. He couldn't get her out of his head no matter what. Even when he was with a different woman his thoughts started to stray towards her.

Kaine sighed. "I don't know. I can't sleep. Not well anyway." Clint thought this over for a moment before he spoke up. "Wanna talk to Karma? I know you don't like telepaths but her being pretty hot must have some benefits."

Kaine smirked at this comment before sighing. "Yeah. Mind setting something up for me?" "Hey I'm your handler, can't let you fuck something up on my watch." Hawkeye said as he walked out of the training room, waving his hand as he did so.

**Bronx, Later**

"You sure it was a smart idea for us to skip school Jones?" Lana asked as she trailed a step behind her best friend. "They're not gonna care. Our substitute was to busy napping during the video to even bother with roll. If he wants to keep a job he'll fake an attendance sheet with everyone on it."

"You are on enlightened individual." Lana said while smirking. Jessica Jones returned the smirk as they walked further down into the Bronx. "So this club is around here, right?" Lana asked as they rounded another corner.

"It should be. The club never really had one set location. More or less it moved whenever the cops busted it. The underground news always sent out the new places for the club."

Lana picked up the pace and matched her friend's speed as they walked through the alleyway towards what looked like a rundown warehouse. "Well it looks inconspicuous." Lana said as they walked towards the large sliding door at the building's front.

As the two approached it, loud popping noises began to emanate from within. "Uh…what was that?" Jessica asked. "Those were gun shots!" Lana exclaimed as she rand towards a window. Small flashes of light emitted from the inside of the building. Lana leapt on top of a stack of crates and looked inside the warehouse.

"What's going on?" Jessica asked from below. She grew concerned when her friend didn't answer but held a look of shock on her face. Jessica cursed silently as she looked at her grounded feet. "Here goes somethin'." She concentrated for a moment and found her self hovering several feet above the ground she moved forward, almost losing her balance, and moved towards the edge. Her flight cut out midway but she managed to grab onto the windows ledge and pull herself up to see through the window.

Jessica's eyes widened in shock as she saw what could only be described as super-powered gang war. Inside the warehouse was at least thirty to forty gangsters engaged in a fierce battle against four heroes who were more like urban legends.

The armed thugs surround Iron Fist, Luke Cage, Daredevil, and the one and only Spider-Man. So far it looked like the heroes were winning per usual with Spider-Man firing off volleys of web-shots while Luke Cage and Iron Fist cracked skulls. Daredevil whipped his Billy Club around like a pair of nun-chucks, flooring any criminal that got close.

"Holy shit!" Lana exclaimed. Partially in fear, partially in awe. "Yeah…" Jessica said with an equal reaction.

Inside the warehouse the heroes were locked in a fierce fight as the gang members fired off round after round of ammunition that tore apart crates, reducing them to splinters. The more agile heroes leapt to the side to avoid the barrage of gunfire while Cage took the bullets head on. The hot shrapnel bounced off the man's skin, ricocheting into walls and gangsters alike.

"You like that you fuckin' punks?!" the man roared as he rushed their ranks, plowing through a group of thugs before delivering a flurry of punches to the individual members. Iron Fist rushed into the fight, his hand glowing with yellow chi energy. He delivered a powerful blow to the chest of a thug releasing a powerful shockwave that sent the man colliding into the crowd of armed goons.

Spider-Man slammed his fist into a man's chest, after hearing a satisfying crack; he hurled the man at his compatriots who were to slow to react. The goon crashed into his friends, dropping them like bowling pins.

Daredevil delivered a solid kick to a thug's skull before launching his Billy Club at another man who was aiming a gun at Iron Fist. The metal rod clipped his hand, making him drop the weapon. Iron Fist whirled around and threw a powerful strike that hit the man square in the jaw.

The heroes were mopping the floor with the poorly trained crooks while the two girls watched from outside. Lana and Jessica watched in awe as they continued to stare at the four street heroes beat the crap out of the gangs.

"This is intense…" Jessica muttered as she stared at the fight through the glass. They saw Daredevil kick a thug in the stomach sending him sprawling to the ground in a heap of pain.

"Man…those internet videos got nothin' on the real thing, huh?" Jessica said in awe as she watched Luke Cage barrel through a group of thugs before hurling one through the window on the other side of the warehouse.

"Yeah…" Lana muttered as her gaze stayed riveted to the beat down in front of them. "You scared?" Jessica asked Lana as she continued to watch the fight. "Why should I be?" Lana responded.

"Well we are watching the guy who threatened your life right?" "Only if I did something illegal." Lana muttered as the two continued to watch the brawl. "It was still a threat…"

The girl's attention was finally stolen as the screeching of a car was heard. They turned around to see several men getting out of a car. Unlike the gang members from inside the warehouse, these men were al dressed in suits and sunglasses making them look like the classic mobsters from the 1920's.

The men paid no attention to the girls as they made their way towards the buildings entrance. On closer look, the two teens saw they carried large weapons with long cylindrical chamber with several grooves on it.

It only took Lana a second to recognize the weapons they carried. "Shit! Grenade launchers!" Lana whispered to her friend as they crouched below a stack of crates. "What?!" Jessica screamed in a whisper. "Yeah! Those guys can't be the regular gangs! They have to be one of the crime families!"

"You serious?!" Lana nodded her head. "When you learn to rob banks you learn to stay away from criminal territory and who they are. These guys look like the Maggia."

"Is that bad?" Jessica asked as she peered around the crate. The men had positioned themselves by the door while another car pulled up. "It's bad for everybody inside the warehouse." Lana muttered.

The newcomers stepped out of their car to reveal men in a similar dress to the previous men only they carried machine guns and shotguns. "El Crapo…" Jessica murmured as she glanced back inside to see that the heroes were still occupied by the few remaining gang-members. She again turned her head to see that the mobsters were already aligned outside the door. The grenade launchers stepped forward and aimed their weapons at the door.

"DOWN!" Jessica screamed as she tackled Lana to the ground. Grenade shells sailed through the air, striking the metal door. A massive fireball encompassed the metal structure, reducing it to a smoking pile of scrap metal.

Lana groaned in irritation as she slowly opened her eyes. "You okay?" Jessica asked her down friend as she leaned over her. Lana grunted in response until her eyes widened. "Jess! You're on fire!"

"Huh?" Jones looked down at her jacket and realized that it was on fire. "Whoa!" she screamed, bolting up and ripping the garment off her body and throwing it onto the ground. "Well that could have been bad…' "Jess you're shirts on fire too!" Lana screamed pointing to the girls back.

"SHIT!" she screamed as Lana began to rapidly beat the burning piece of cloth, desperately trying to help her friend. Finally the fire was extinguished, leaving a charred T-shirt, which barely covered the girl anymore.

"Goddammit!" Jones yelled in anger as she saw what remained of her jean jacket and white T. "I liked that jacket!" She grumbled. "Are you alright?!" Lana asked as she looked over her friends back, looking for any sign of an injury. Surprisingly, her skin wasn't even a little burnt.

"Damn girl…did you know you were fire proof?" Jessica looked over her shoulder to try and see her back. "Ever since my first crash landing I knew I was a lot tougher than normal people…"

**BANG! BANG!**

The two girls whirled around to see several flashes through the destroyed door of the warehouse. They ran towards the demolished entrance to see the mobsters firing round after round of bullets at the recovering heroes.

"Shit!" Cage yelled as he stepped in front of his injured allies. The bullets slammed into his body, crumpling against his superhuman durability. The Maggia were not deterred as their shot gunners and grenadiers moved forward with their weapons trained on the black hero.

Daredevil slowly rose to his feet, closely followed by Spider-Man and Iron Fist, the latter of which's body was glowing with a gold glow. "Dude…did anyone get the number of that blast?" Peter muttered as he struggled to regain his balance.

"Walk it off guys! I could use some help!" Cage bellowed out as he blocked another grenade, the explosion destroying his shirt. "Gruh!" he grunted as more shells pounded his body.

"Eat web-grenade stupid!" Spider-Man shouted before tossing a small cylinder across the room and towards the gun-toting mobsters. The capsule hit that ground before unleashing a massive spray of webbing that snagged several men while the others scattered.

"Iron Fist with me!" Daredevil hollered out a he threw one of his Billy Clubs, nailing a grenadier in his forehead.

Iron Fist rushed forward and slammed his chi-fist into the mobster's stomach, downing him in one blow. He spun around with a powerful kick and struck the gun out from the arms of another man before following up with an uppercut.

Cage stormed forward and began to barrel through the group of armed mobsters before Spider-Man leapt over his head and unleashed a spray of thick webbing onto two men who found themselves trapped in cocoons of webbing.

"Stop stealing my thunder kid!" Luke roared. "It's not a competition Cage!" Spider-Man shouted out before delivering a powerhouse kick to another goon's stomach. The man hit the ground hard, coughing up blood.

"And if it was, I'd be winning!" He said with a smirk under his mask before punching a man across the jaw. Cage struck a man in the chest, sending him skidding across the floor and into the warehouse walls.

Two Maggia members with grenades took aim at Daredevil and Iron Fist who were locked in combat with a group of gunners who were being beaten to a pulp. Spider-Man turned his head and saw the grenade wielders. As he aimed a shot of webbing at the pair, their guns exploded, sending shrapnel flying as they flew back.

Another grenadier readied his weapon but was body slammed by a lithe figure in jeans and a torn up shirt. The man was sent hurtling into the ground before he lay still. The girl stood up to reveal a black haired teen who looked very out of place and very familiar.

"Campbell?!" Peter muttered in shock as he saw the girl hurl another man against the wall with superhuman strength. Another explosion ripped across the warehouse as more Maggia were sent sprawling on the ground.

Spider-Man whipped his head around to see Lana Baumgartner blast another mobster into the ground. "Bombshell?!" He shouted out.

Lana turned her head and shrank back in fear as she saw the menacing form of Spider-Man glaring at her. "No! Wait, I'm no—"

"I gave you one chance to get your act together and you decide to help the fucking mob?!" The vigilante roared as he leapt towards her, landing in front of her. The girl backed away in fear but tripped over her own feet. She fell backwards on the ground but the pain she felt paled in comparison to the fear that coursed through her veins.

Spider-Man glared down at her before his claws shot from his fingers.

"Should've listened when you had the chance!" he said before reeling back his hand for a strike.

"Get away from her!" A voice screamed just as his spider-sense blared to life. The teenage hero whirled around, only to be met with a powerful punch to the chest. The blow sent him flying across the ground until he slammed into a stack of crates, crushing them.

Jessica Jones looked down at her frightened friend. She extended a hand that Lana gladly took.

"I think we need to work on your Arachnophobia." She said with a reassuring smile. Lana glared at her for the comment on her fear. "You'd be pissing your pants if you knew how scary he actually was!"

"Apparently that hasn't been spread enough…" a menacing voice said. The girls turned round to see Spider-Man punching the wooden debris off his body. He moved towards them with his claws unsheathed.

"Didn't know you had powers too…" he muttered as he glared at Jessica who also started to back up. "Wait! We're not with the Maggia!" Jessica screamed as Spider-Man drew closer.

"Yeah…keep lying…you're digging yourself deeper…" he muttered.

"Oh crap!" Lana murmured as she and Jessica backed. "Stop!"

The trio looked at Daredevil who slammed his Billy Club into a man's stomach, followed by a powerful punch to the jaw. "Spider-Man stop! They're telling the truth!"

Spider-Man looked at the two teens and then back to his ally. He repeated the motion before finally settling on the two girls. "Well…this is embarrassing." He said sheepishly.

"Kid! Some help would be nice!" Cage hollered drawing the teens' attention. "Whoa! Who's the hunk in the black jeans?" Jessica asked. "That's what you're focusing on?!" Lana screamed.

"Duck!" Spider-man shot his hand forwards and fires out a thin strand of webbing over the girls' head, nailing a gangster lucky(?) enough to still be conscious. The man grasped his web-covered face in a vain attempt to remove the adhesive substance.

The two girls looked behind them to see the struggling gangster. They looked back at the red and black vigilante who ejected a spent web-cartridge. "First up: sorry for makin' you piss your pants, second: keep your heads down."

"What?" Lana muttered. "Duck!" the two girls dropped to the ground as he unleashed another volley of webs that slammed into another man. Iron Fist instantly put down said mobster.

"Stay down and out of the fight!" Spider-Man shouted out as he leapt back into the thick of it. The two girls looked up at the heroes as they plowed through the ranks of the remaining mobster's.

"Like hell!" Lana muttered as she raised her hand. It glowed a bright yellow before every gun in the Maggia's hands exploded. Luke Cage grabbed the last man, hoisting him up by his neck. "Lights out!"

A powerful punch knocked the man out cold. The man fell to the floor unceremoniously. The assembled heroes looked at the devastated warehouse. Spider-Man cringed as a ceiling beam fell to the floor.

"Well that could've gone better." He muttered. Daredevil walked towards a stack of demolished crates and began to rummage through its contents before he pulled out a thick bag tightly wrapped in plastic. He ripped open the bag and took a small whiff from a distance.

"This is definitely their stash." He said while dropping the bag into the crate where dozens of other bags lay. "What is it?" Jessica asked as she and Lana rose to their feet.

"Drugs." Peter said as he looked over the dozens of crates littered across the building's floor. "This was the meeting spot for a bunch of drug dealers that were trying to get a foot hold in the upper ranks."

"You mean they were trying to take the Kingpin's spot?" Lana asked.

Luke, Danny and Matt looked at each other before staring at the girls. "Who are you?" Matt asked.

"Jessica Campbell, Lana Baumgartner." Spider-man said gesturing to the two girls respectively. "How di-" Jessica started before Luke cute her off.

"You know them?" "Eh…kinda. Friend of mine go's to school with them and that one" he said pointing to Lana. "was a former crook." Lana shrank back at the heroes' gaze as Jessica moved in front of her.

"She's not a crook anymore." Jessica said in defiance. Spider-Man stepped between the two groups. "It's cool guys. I think she just proved that fact too, which brings us to another point. What the hell were you guys doing here?"

"Well…" Lana started. "We were looking for a club and kinda stumbled upon this place and the whole criminal gang-bust you were doing and we decided to help out."

"Well that was stupid." Daredevil said gaining a look of shock on the girls' faces. "What?!" Jessica shouted in anger.

"How is what we did stupid?!" "You needlessly endangered yourselves! You have no training and no discipline, you could've easily been killed. We appreciate the help but we don't need your deaths on our conscience."

"Yeah?! Well he said that we should use our powers for a better purpose!" Lana retorted pointing a finger at Spider-Man. All eyes turned to the young vigilante who looked at the group. 'Crap.' He thought before raising his hand in a protective gesture.

"Okay…yes I did say that but this is not how I meant it. And I didn't know she had powers." Peter said gesturing to Jessica. "So what? You're taking back what you said?" "No…" Peter said pausing in thought.

"I meant what I said but…" "Our work is serious." Daredevil finished. "We've trained for this. We have experience in using our abilities. You guys just ran into a fight and started flailing your powers hoping you would get lucky. You could've been killed!"

The girls fell silent for a moment, contemplating Daredevil's words. "Hey DD, can I have a word with you guys." Spider-Man said ushering the group away. Oce they were a suitable distance from the two teens, Peter spoke.

"Listen, I hate to be the one to suggest this…but we could use their help." "Are you serious?" Matt asked giving him a dead look. "Yes! Look what happened! We got caught off guard. I know we could've handled it but we need all the help we can get! Crime is on the rise without any sign of slowing down. We need to move quickly if we want to get this done!"

"I'm with the kid on this one. Luke said. "We could use the extra muscle." Dardevil glared at the man who stood firm. "They're kids." "So am I, technically younger and I'm one of the most badass members of the team!"

The three heroes gave incredulous looks at Peter who shied away. "Well you guys are awesome too…I guess."

"They're untrained as well." Matt said still not giving in. "We could train them." Iron Fist offered. "My dojo is large enough for more members and it would keep them safe if they could actually use their powers to the fullest wouldn't you think?"

Matt sighed. Seeing it was three to one he felt that he had actually lost this argument. "Fine. It's their life."

Spider-Man removed himself from the group and approached the two girls who took a nervous step back. "Alright, we've talked it over. If you really want to make a difference then you'll need to get on our level."

"What do you mean?" Campbell asked. "Training. You guys are flailing your powers and in our line of work that can get you killed. Listen, Cage and Iron Fist have an office down in Harlem called Heroes for Hire. If you're serious about this talk to Peter Parker."

"Parker? What's that geek got to do with this?" Lana asked. Peter felt his eyebrow twitch before he looked at Jessica. The latter spoke to Lana. "He and Parker are buddies apparently."

"Seriously?!" Lana exclaimed in shock. "Yeah. If you want to help, you do it our way. Talk to him tomorrow."

**Hell's Kitchen, Same Time**

The warehouse was filed with dozens of crates and broken bottles. The warehouse itself had been abandoned until this night.

Several dozen men and women stood around a circular wooden table. Around them stood their personal body guards, all posed to draw their weapons at the slightest inclination of trouble.

"What do you mean?! Who's meetin' is this?!" A man with a southern accent shouted out.

"It's like I said, not my call." A man with a classic New York accent said. "I figured it was you eastside losers. You already rolled over for Bullseye and the Kingpin so I figured you were gonna ask us in.

"Rolled over?" a larger black man said in evident anger. "That costumed freak whacked six of my guys in a week. Six!" he said slamming his fist into the table. Several guards inched their hands towards their side arms before their respective bosses calmed them with a wave of their hands.

"So you called this meet?" The southerner asked. "Nah, I thought it was Chi-Chi's." He said gesturing to the Jamaican man sitting beside him. "Wasn't my meet."

"Ah forget this!" the New York man muttered standing up. "You brain donors want to stick around that's your choice. But me? I'm gone."

"SIT DOWN!" A distorted voice echoed out.

"Who the-?" A woman shouted out as she and all her men drew their weapons.

"Spider-Man?!" The Jamaican cried out as he followed the same actions as everyone else, drawing their guns and aiming it at the shadowed figure. The figure stepped forward to reveal a man of above average height in a black trench coat with purple lining. His head was covered by a hood while his face was obscured by a smooth silver helmet with a one-way glass. The figure stepped forward, leaning on the balcony that over looked the mob bosses.

"Who the hell are you?!" Chi-Chi screamed. "Smoke him!" The New York boss exclaimed. In an instant the warehouse was alight with the flashes of gunfire. Bullets soared through the air but merely bounced off the air around the man.

The bullets ricocheted off the man and hit the numerous armed guards around the group, dropping them like flies. Within the time span of a few seconds over half of the guards were lying in pools of their own blood.

"Well that's enough for now." The man said before his hands burst into flames. He hurled the fireballs into the table, causing it to explode in a violent fashion. Several more attacks followed, this time aimed at the guards.

Each fireball found its mark engulfing the men in massive explosions that left only charred remains in their place. The mob bosses hit the floor as the fireballs soared through the air.

Eventually the only living beings were the masked man and the multiple mob bosses below. Finally the man extinguished his hands as he looked at the blazing inferno below. Finally the time-worn sprinkler system activated, spraying a cloud of water down onto the fire. Slowly the flames began to lose their intensity as the cloaked figure looked down at the group.

"Now that I have your attention." The mob bosses glared up at the man before the New York boss spoke up. "You wanna die?! They're easier ways to kill yourself!"

"Yeah, like yelling at the man who killed all your guards." The room went quiet. "Listen up you drug-peddling scum bags, I will be running the drug trade from now on. You aided and funded the most prosperous street dealers in New York, so I'm offering you morons a deal. You go about your daily business as usual, but kick uo forty percent to me."

"What?!" The group cried out in shock and disbelief. The man's hand lit on fire, silencing the enraged mobsters. "Admit it, it's a much sweeter deal then the scraps the Kingpin is leaving you."

"You pay me the forty percent, and in return you'll be given complete protection from both the Kingpin, the Grave Diggers, and any costumed vigilante that come knocking down your doors."

The mobster's looked at each other for a moment as small grins appeared on their faces. "But there is one extra condition." The man continued. "You stay away from kids in the school yards, got it? No dealing to children! If you do, you're dead."

The southern boss walked forward and spoke up. "Okay…so say we do take you up on your offer, who are you? And why the hell should we believe you?"

The man leaned on the railing before positioning his hand out over the air. A blast of green smoke filled the space where his hand had been and a thick black duffel bag fell to the floor.

"Open it." He ordered. The Mobsters looked at each other in confusion. "It won't hurt you." he reassured. The large black mobster stepped forward and unzipped the bag recoiling in shock at what he saw.

"well it may hurt your lunches." The man chuckled as the mobster saw the decapitated heads of their lieutenants all clumped together, the stench of rotten flesh wafted into the air before one of the bosses puked on the floor.

"Those are the heads of all your lieutenants in case you're too stupid to realize that. That took me just under 24 hours. Imagine what I could do in a week. And for my name, It's MYSTERIO!"

A flash of green light exploded through the room before dying out. The mobsters, who had shielded their eyes from the light, looked up at the spot where their new boss had been. Instead, there was only a burn mark still smoking on the balcony floor.

The mobsters all looked at each other in slight fear. "Forty percent works for me." The southerner quickly said, earning nods of agreement from the others.

**Thank you all for your reviews and just a heads up, these chapters will be coming out a bit more slowly due to some scheduling conflicts but hopefully they will work out. **

**Next Up: Digger **


	46. Chapter 46: Digger

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners.**

**This chapter serves as a brief interlude as well as introduce one or two new characters. **

**Chapter 46**

**Digger**

**Las Vegas, Nevada, 1957**

Inside a café at the edge of the street, the atmosphere was as intense as awaiting the start of a war. The feeling was attributed to the seven-mafia families currently residing inside the café. They seven more men sat beside the group at the long table. These were the families' lieutenants. Each one sat next to their respective leader as they awaited the last man to arrive.

The meeting itself would go down in history. The war had raged in the city long enough. Blood from all sides had poured down the street. Only the dumbest fools still resided in the town. The bosses owned or had a large stake in each major casino and big business in the city. And their private war had nearly torn apart their business.

"Where is Forelli?" One man asked, staring directly at said man's lieutenant. "He'll be here, keep your pants on." "Don't talk to me like that boy!" the man snapped. "You wanna start somethin'?!" the lieutenant snapped back."

"Both of you shut it! Someone's comin'!" The group turned their heads as several men in suit and long coats walked into the café. "What the hell is this?" One of the men said while standing up.

The men flipped back their coats to reveal several matching Tommy guns all aimed at the group. "The hell is this?!" One of the mobsters screamed.

"Forelli sends his regards." They said. "What about me?!" Forelli's lieutenant cried out.

"You little rat!" Another lieutenant called out. "Forelli knows you bastard." One man said as he leveled his Tommy gun at their former 2nd in command. "What?" "His son. You had him wiped. The boss thinks it's about time you get your due."

Bullets flew and blood splattered the wall. Tables and chairs were blown away and splinters rained from the sky. The café was left in tattered ruins as the thirteen bodies were dragged out of the restaurant and thrown into a car. The vehicle drove until it was far outside the city.

The men had their orders. Bury the bodies in the Nevada desert and leave them for the bugs to get rid of.

The mobster's dug a massive pit and dumped the bodies into the hole before they began fill it with dirt and cement. "Well, got give the boss credit for this. He got rid of six rivals and one traitor. I'd say this call s for a drink!" the other men smiled in agreement before getting in their cars and taking off, leaving the makeshift grave far behind.

**Nevada Dessert, 2014**

"**Gamma Irradiation test G-4551 is now commencing. All personnel proceed to the bunker." **

A massive gamma burst erupted over the ground as waves of radiation bathed the area in a brilliant green light.

The scientists watched from the safety of the military bunker and quickly began to record their data. Several military personnel were present as well, including one General Thaddeus 'Thunderbolt' Ross. Said man watched the blast before turning around and leaving the room. Several other military men followed shortly after.

"That was a waste of time." One man said. "I agree. Nukes equal about the same thing and don't take money from our defense funds." Another grumbled. Ross tuned them all out. Every demonstration was the same. And each one reminded him of his greatest failure. Bruce Banner. The Hulk as the world new him now.

Each flash of green, every mushroom cloud was a reminder that he had created a monster. Every catastrophe and casualty the Hulk caused all fell to him. But in Ross's mind, the Hulk was the one at fault. It had been Banner. If only he had died in the explosion his career would've been saved. Clear of all blemishes. But instead, there was a massive red mark on it all because of a giant green monstrosity that SHIELD refused to release.

"It doesn't matter." He said finally drawing the attention to him. "Pull the plug. I don't wanna see another Gamma-bomb test in my life."

"Sir, what about the facility?" "Shut it down."

**Two Weeks Later, G-Bomb Test Zone**

The ground began to crack and rumble as dim green glow began to illuminate the dark desert night. A large hand burst through the ground. The rocky appendage slammed onto the ground as its fingers dug into the desert rock.

The hand slowly pulled itself out of the ground. The rocky creature was eight feet tall and was composed of thick green stone in a roughly humanoid like form. Jagged stone protruded from his arms and back making them look like stegosaurus spikes. The creature stood up on its legs and looked over the deserted landscape.

"_Foo…rrrelli…" _it slurred as it began its long march forward_._

**New York City, Present. **

Peter yawned as he walked down the streets of Queens on his way back from his house. Normally he would be web-swinging but he was trying to save money on web-fluid. The chemicals needed to make them weren't cheap and his paycheck from the bugle wasn't as big as the one he got from Oscorp.

Peter cringed. Just thinking about the company made him flinch in fear. The same corporation that had given him his powers had turned his best friend into a homicidal psychopath with super-powers. And Norman…

Peter could feel his jaw tighten as he thought about the Green Goblin. He had barely beaten the man and now he was locked up in the same place Harry was.

Peter finally approached the steps to his house when he saw something particularly strange. A car was parked outside his house and it wasn't his aunts. As he approached the driveway he saw Aunt May's car was also there.

'Who else could be here? Ana Watson lives across the street so she wouldn't drive.' Peter mulled over the mystery in his head as he approached the door. Using his enhanced senses he leaned closer to the front door and listened to the conversation inside.

"He hasn't been around lately and I'm just starting to feel that something is wrong with him. He comes home late, sometimes he doesn't come home at all!" May cried out, obviously in distress.

"And you feel that he is involved in something dangerous?" A sultry voice said. 'Who the hell is that?' Peter thought as he moved towards the window. He peered inside the window to see his aunt sitting in an armchair while a blonde haired woman sat in chair across from her. From the position she was in, Peter couldn't see her face.

"I don't know!" May exclaimed in exasperation. "He takes photos of that Spider-Man character that's been putting people in the hospital! How am I supposed to feel about that?!"

"So his job has been dangerous? This could just be a standard case of a teenager acting out by trying to get what you would call…and adrenaline rush." The woman responded.

"But that's not the boy I raised." May said as she stood up. "Would you like me to speak to him?" the woman asked. "Maybe…" The blonde rose from her seta and walked to wards the door.

'Shit!' Peter thought before he leapt over the porches roof and flattened himself onto the roof. He heard the door open and the sound of heel clicking against the wooden porch.

"I'll see you next week May. Please consider my offer." "I will. Thank you doctor Solfen." May said as the woman made her way to her car. Peter heard the door shut and the starting of the engine before the car backed out of the driveway and headed off down the street.

Peter heard the door close and figured his aunt had gone back inside. 'Dr. Solfen huh? I may need to do some digging.' He thought before standing up. He walked towards his window and pushed open the glass. He slipped inside his room and gently placed his backpack down on the bed. He quickly typed in a search on his laptop for a Dr. Solfen and found some interesting things.

For one, she was incredibly attractive as well as successful. She was one of the top psychologists in the country with several doctorates in psychology. "Shit…is May really seeing a psychologist about me?" Peter guessed that his double life was causing more stress to his aunt than he had intended.

"Man…if she wants me to see a therapist she will be sorely disappointed." He muttered before picking up his backpack. He removed his web-shooters and slipped them over his wrists before he made his way out the window again.

He dropped to the ground before moving away from his house and towards the one across the street. He leapt up to the second level and peered inside the window.

Sitting on her bed was Mary Jane typing on her laptop. Peter smiled as she was apparently having difficulty in working out a problem. Peter knocked on the window, causing the redhead to jump in surprise. She turned around to see her boyfriend smiling at her through the window.

Mary Jane got off the bed and opened it to allow her boyfriend inside. "Hey Peter." She said as she shut the window. Peter sat down on her bed and looked at the math problem she was working on.

"Having trouble?' he asked with a knowing tone. MJ smiled before she sat down on her bed right next to her boyfriend. "What's this pre-Calc?" "Yeah." MJ said as she flopped down on her back.

Peter looked over the problem and smiled. Having a 185 IQ and then some was definitely a bonus to having super-powers. "Well…I could help tutor you…" Peter said. MJ sat up on her bed with a small smile.

"Oh? What will it cost me?" she asked as she crawled closer to her boyfriend. "Hmmm…I'm sure we could work something out…" Peter said as he eyed his girlfriend who was wearing a plain white T and skinny jeans that really brought out her figure.

MJ placed her hands on Peter's shoulders before shoving him down on the bed so she was straddling his waist. "So I'm getting paid up front?" Peter said while smiling. MJ grinned at him as she pressed her lips to his. Peter eagerly returned the gesture as he moved his hands up her back, pulling her closer.

Mary Jane offered no resistance as she tangled her hands in the teen's hair. The two teens lost track of how long they had been making out, but their moment was ruined by the knocking of a door.

"Mary Jane?" Ana Watson muffled voice called out from the other side of the door. "Shit!" MJ muttered as she broke the kiss. A look of embarrassment and fear were present on her face as she heard the door open.

"Aunt Ana!" She cried out as her aunt walked into the room. "Oh, sorry I didn't realize you were doing homework." Ana said.

MJ turned around and looked at the bed to see it was devoid of her boyfriend's presence. "Uh…yeah. I was just having some trouble understanding some of the math. "Oh, I'm sorry." "Um, did you need something?"

"Yes, I'm going out to dinner with May and I just wanted you to know I left some money for you for dinner, I didn't have time to make dinner. No staying up later than ten missy." She said.

Mary Jane simply smiled while rolling her eyes. "Got it Ana." "Good night dear." She said before closing the bedroom door.

Mary Jane sighed in relief before she looked around her room. "Where did he go?" "Here."

MJ turned around to see her boyfriend hanging upside down from her ceiling in a crouched position. His face was directly in front of Mary Jane's and an idea formed in the girl's head.

"Not to be mean, but your aunt kinda ruined the moment." "No she didn't." MJ said before she grabbed the sides of his head and brought him in for an upside down kiss.

Peter's eyes widened in surprise for a moment before they closed in bliss as he kissed back. The two stayed like this for several minutes continuing their passionate kiss before they finally broke for air.

Both were panting with smiles on their faces. "So your aunts away…" "You wanna stay the night?" Mary Jane asked with a seductive smile. Peter grinned before nodding his head.

The two leaned in closer and embraced in another heated kiss.

**Elsewhere, Lower Brooklyn**

A large lumbering creature strode down the streets of Brooklyn as it made its way towards a large club. The creature stomped forward, its thick tarp covering its body billowed in the breeze.

The creature made its way forward as a bouncer checked a group's IDs. The creature snarled as it stomped forward, its heavy footsteps drawing eyes to it. The bouncer looked up to see the creature and his widened in fear.

"Wha-?!"

The man was sent flying with a single blow by the giant, his body careening into a car, blood splattering on the ground. The gathered crowd screamed in fear as the monstrous figure smashed through the walls of the club.

The occupants screamed in fear as they fled through the doors and the massive hole the creature had made. The lumbering giant stomped further into the dimly lit establishment, his tarp dragging behind him.

"_Fooorrrreeeellliii…" _it slurred as several armed men barged into the room. They all carried guns ranging from simple nine-millimeters to shotguns and Uzis. The men took aim at the titan before one spoke up.

"Okay wise guy, hands in the air!" The creature whirled around and glared at the armed muscle standing near the club's exit.

"_Forreeelliii…wheeerrree iis…?" _"None of yur damn business freak! So shut up and put ya paws in the air!" a man shouted out.

"_Noooo!" _it bellowed as it stomped forward.

"Take 'em!" the lead man shouted.

In an instant the dark room was illuminated in a barrage of flashing lights as bullets pierced the air, slamming into the colossal brute. The tarp around his body was torn asunder by the molten metal while small pieces of rock flew off his hide. The onslaught of bullets finally ended as the magazines clicked empty before clattering to the ground.

The smoke slowly cleared from the dance floor, allowing the hired guns to examine their handiwork. Their faces quickly contorted into looks of shock and terror as they saw the massive brute rise from the ground.

"_Forreelli…dug my grave…noowww…I dig his!" _The massive creature released a mighty roar before it charged forward. The guards scrambled to flee from their new aggressor only to be trampled by the stone goliath. The first two men were crushed beneath its feet, the sickening crunch of bones echoed throughout the empty club.

The monster turned its head towards the remaining men before swinging its massive arm. The blow easily crushed several mobsters, sending blood flying. The crimson fluid splattered against the wall, leaving a thick coating of red over the club's wallpaper.

The last guard looked up in terror at the stone behemoth and cowered in fear. "P-p-please! Don't kill me!" He begged. If the creature had a nose it could smell that the man had soiled himself out of sheer terror.

"_Yoouuu…seennndd….m…message…Forelliii…" _The man looked up at the green stone creature. "_Vegas…thir….thirteen…"_

**Watson Household, Queens**

Peter laid next to his red-haired girlfriend as he pulled the sheets of her bed over their naked bodies. "You're getting' pretty good, Tiger." MJ said as she snuggled up against her brown haired boyfriend.

"I could say the same for you…that was…" "Spectacular?" "Amazing." Peter replied as he wrapped his arm around her waist. The two kept themselves closely entangled until the ringing of a cellphone broke the silence.

"Ugh…Can we not have a moment without someone interrupting it?" Peter groaned out as he reached for his cell. He pulled out the mobile and looked at the ID. "Who is it?" MJ asked as she sat up.

"Captain Stacy." Peter said uneasily. "Oh…" MJ said.

Peter hit the talk but and placed the phone next to his ear. "Captain?"

"**Peter, I need you in Brooklyn ASAP. We got a case and it's your potential brand of crazy." **

**Brooklyn, Later**

The club was swarming with police cruiser and CSI personnel. Detective Jeane DeWolfe walked along the destroyed area, here eyes looking over every destroyed object that crossed her line of sight.

Her eyes once again drifted towards the slaughtered bodies that littered the ground. Wet pools of blood dotted the dance floor. Jeane looked at the empty clips and used shells that were scattered on the ground. She bent down and picked up an empty bullet casing with a latex glove.

"Nine-millimeter semi automatic, purchased from an illegal vendor."

DeWolfe turned around and looked at a young blonde CSI member in a standard uniformed jacket and skinny jeans looking at her. The woman was in her late teens and had blonde hair held up into a small bun while a thin pair of glasses rested on her nose.

"How am I not surprised that you know that Cooper?" DeWolfe said with a small smile. Carlie Cooper smiled at the praise before she looked back at her notepad. "I found something pretty weird." She said.

"Weirder than a giant hole in the wall, dozens of bullets casing with no bullets present, and eight dead bodies crushed to death with no viable witnesses?" "Yeah, actually. We found prints."

DeWolfe turned around. "You did?"

"Yeah…but they're weird."

"Really?" DeWolfe asked sarcastically. "Yeah. We found six DNA prints from six deceased mobsters."

"What?" "I had them run it through both the NYPD's and FBI's database and they're a match."

"So we have zombie mobsters? Is that what you're saying?"

"Well that'd definitely be a change of pace." A voice said from above.

The two women looked up in shock to see Spider-Man hanging from the ceiling by a thin web-line. "SPIDER-MAN!" within a few seconds every officer pulled their gun on the wall-crawler, their fingers inches from the triggers.

"Hold fire! Hold fire!" DeWolfe screamed as she stepped forward. "Stand down!" Several cops lowered their weapons while a small handful kept them trained on violent vigilante.

"I said stand down! Vincent! Gonzales! Holster those guns or your turning them in!" DeWolfe screamed at the last two police men who were still pointing their guns at the arachnid themed hero.

The two police reluctantly lowered their weapons and backed away. DeWolfe looked up at Spider-Man who looked at the retreating officers then back to the women below.

"I get the feeling that I'm still not well liked." He muttered.

"You have know idea. You'd probably be more respected if you didn't put every crook in the hospital." Carlie said, drawing the vigilante's glare. The blonde backed up in fear for a moment before Spider-Man turned to DeWolfe.

"So what's the deal here? Gang slaughter? Mafia hit? Random shootout? Terrorist attack? How long do I have to keep guessing?"

"Not long smart ass." DeWolfe said with what seemed to be a ghost of a smile. She knew the kid was just putting up a front, after all if he was as bad as he acted, he wouldn't have given a shit about her son when he'd been kidnapped by the Kingpin's thugs.

"Cooper here has informed me that the suspect took all the bullets from the dead guards and still slaughtered them all."

Spider-Man looked around the room and took a more observant look at the dead bodies. Blood painted the floor as what looked like broken bones jutted from the corpses. "They look like they were run down by a truck." He muttered as he turned back to Carlie. The girl unconsciously flinched at his gaze.

"**Damn Tiger, you really scare the shit out of people." **MJ said over the com. "Tell me about it…" He muttered.

"What?" Carlie asked in slight confusion. Peter coughed to clear his throat while he heard MJ laugh on the other end of the line. "I said tell me about the incident."

Carlie turned to DeWolfe and she nodded. Although nervous, the girl steeled herself before speaking. "The patrons of the club called 911 just after they fled the premise when a massive individual smashed through the wall after killing the bouncer. These men here" she gestured to the slaughtered corpses, "came in and opened fire before the creature killed them. The security camera's were a little blurry for some reason."

"Well that sucks." Spider-Man muttered. "Anything else about the suspect?" Carlie looked reluctant to answer before DeWolfe nodded her head. "Well…there was a DNA sample…or samples…"

"Did you get a match?" "Six."

"Huh?" DeWolfe decided to speak up and spare her friend who was still shaken by the dark crime-fighter hanging from the ceiling. "The DNA is from six mob bosses that are all dead. So we really don't have any leads or motives for who…or what, did this."

"Damn…" Peter muttered as he held his chin in thought. Just then, a police officer burst through the room. "Nobody touch anything!" He screamed.

"Little late for that Kalowski." Carlie said.

"Shit!" the officer said, clearly in a panicked state. DeWolfe stepped forward towards the officer only for him to back away from her. Jeane stared at him in confusion. "Uh…something wrong here?" Spider-Man asked from above.

A moment later several Hazmat wearing men stepped into the room with Geiger counters. "Every body out! This room is hot!" they shouted out.

"What?!" Carlie exclaimed. DeWolfe looked up at Spider-Man only to see he was gone.

**Outside the Club**

Spider-Man swung through the air as he made his way towards the Baxter building. "**Radiation?!" **Mary Jane screamed over the com. "**Peter this is awful!" **"I know! That's why I need Reed! Patch me through to him!"

A second later an older male voice was heard. **"Peter? Mary Jane sounded rather distressed, is everything alr—" "**Reed I've been hit with some radiation! Big time!" **"How far are you from the Baxter Building?" **"I don't know! Ten minutes! Maybe less!"

"**Activate the beacon we gave and we'll meet you halfway. Be careful." **Peter heard the click of the transmission before he hit the edge of his belt with his free hand, activating the FF beacon Johnny had given him. He swung into the air and soared for a brief moment before he fired off another web-line.

After about a minute of web-swinging he saw a flying white vehicle accompanied by a burning figure that was flying next to it.

Benjamin Grimm, aka the Thing, piloted the Fantasticar, flying it closer to their friend. "Get in webs!" he shouted.

Spider-Man needed no further incentive as he landed on the vehicle. Ben jerked the controls to the right and swung the vehicle around before flying back to their base. "You okay Pete?" Johnny called out as he flew alongside his team's signature vehicle.

"I'll know when we get there! I'm a chemistry nerd not a radiation specialist!" he shouted back. "If anybody can help ya its ol' Stretch and Suzzie." Ben said as he increased the thrust of the car.

The machine flew in closer to the city as it approached the Baxter Building. Ben didn't bother to land, instead just having the car slam to a halt over the landing pad allowing Spider-Man to leap to the ground and run into the building. He knew Reed and Sue would be waiting for him and his assumptions were answered as the normally secured doors opened rapidly as he ran through the building.

"Spider-Man!" Mr. Fantastic called out as he finally reached the lab. "Reed!" "In here!" Sue shouted pointing towards a corridor. Peter rushed forward and entered the capsule.

"Where to now?" he asked as he saw it was a dead end. His Spider-sense blared to life as soon as the doors slammed shut behind him. "Uh, guys?!"

"This is gonna sting a little Peter." Sue said in a sympathetic tone. "Wait! What's going to st—GAH!" a blast of hot water slammed into him followed by another blast of hot steam. "GUAAH!" Peter roared as the steam burned his skin.

After about thirty seconds of steamed Hell, the intense heat finally stopped. The doors to the chamber opened release a flood of steam that flowed through the hallway.

"Ugh…" Peter moaned as he sat on his knees, costume soaked to the brim in hot water. A shadow fell over the teen and he looked up to see Sue Storm and Reed Richards wearing orange Hazmat suits. Sue held out a white device and pressed a button on its center. A second later the device unfolded itself like a mini-satellite and several laser lights ran over Peter's body before they turned green and a beep noise was heard.

"He's good." She said before removing her helmet letting her blonde hair flow free. Reed followed suit in removing his own helmet. "Well, all things considering you are quite the lucky man Mr. Parker." Reed said with a thoughtful look as Reed looked at the scanner Susan had used.

"How is being steamed alive lucky?!" Peter exclaimed as water dripped off his suit. "Here." Sue said handing him a pair of scrubs. "You might wanna change out of your clothes while they dry. We'll get any remaining radiation out of them." Sue and Reed left the room to allow their younger friend to change.

A few minutes later Peter stepped out of the room wearing a pair of long white scrub pants and a tight shirt. "Um…not to sound ungrateful but was there nothing bigger?" He asked. Sue turned around with a small smile.

"Peter we work in a lab full of scrawny…'geeks' as my brother would say. Your physique isn't exactly the norm here." "Huh…I'll take that as a compliment." Peter said as he walked further into the room. "So where is my suit? You guys just told me to put it in that bin and you floating robot took it."

"HERBIE brought it to the decontamination room. It'll be out and dried in few minutes." Reed said as he walked into the lab. Peter sighed before he took out his ear buds and placed them in his ears. "So am I in the clear?" "Yes. You received a good dose of gamma radiation but your healing factor fought off most of the adverse effects."

"Wait, what about the cops?! They were at the same scene I w—" The CDC already contacted us. We've sent special pills and equipment over to the precinct. They'll be fine." Sue said.

"Phew…well, better call MJ." Peter tapped the side of his earpiece and waited for a response. **"Peter?!" **"MJ it's me I'm good." "**Thank god!" **She sighed out. Peter smiled before the lab doors opened to allow the hulking figure of the Thing and the much smaller form of Johnny Storm.

"I'll call you later Red, see you soon." **"Be careful." **

"So you okay buddy?" Johnny asked as he saw Peter. "Yeah. I lucked out on this one." "Could'a fooled us. You were freakin' out." "You would've been too!" Peter declared. "No I wouldn't have!" Ben argued back."

"Regardless." Reed said as he looked over the results of the scanner again. "How were you exposed to such levels? Only a few labs in New York actually have access to radioactive materials. Were you near any s-" "I was at a club during a police investigation when a bunch of CDC guys came in screaming that the room was hot."

"Did they identify the source of the radiation?" "I didn't exactly stick around to find out."

"So you chickened out and ran to us?" Johnny said with a cocky grin. "O shut up flame-brain!" Peter shouted back. "I wasn't going to get cancer from investigating a club!" This outburst didn't stop Johnny from bursting out into a fit of laughter.

"That's it! I'm gonna kill you!" Peter roared as Ben held him back. "I know how you feel kid, but can't let ya kill 'em."

Sue rolled her eyes at her brother's antics while Peter raged at him. The blonde beauty typed in several commands into her computer console. A moment later a floating droid (imagine EVE from WALLE) entered the room carrying Peter's costume and a small bottle of pills.

"Take these Peter." Sue said as she had HERBIE float towards the teen and handed him a bottle of pills. "What are these?"

"If you go after whatever caused the radiation, and knowing you, you will need these to stave off the effects. Two pills last for an hour and will help fight off the Gamma radiation.

"Thanks." Peter said as he took the pills and his costume.

"Do the police need assistance in this matter?" Reed asked. "Probably. I know I could. This thing sounds like it can take a beating and then some. Having some heavy hitters could work out."

"I'll contact the NYPD and tell them we will be available for their aid." Reed said as HERBIE produced a mobile phone for him to use.

"Grimany. I better call Alicia and tell her I'll be workin' tonight." Ben grumbled as he made his way to his room. "Well looks like its time for the Fantastic Four to save the day." Johnny boasted.

"Yeah right, If anyone's gonna save the day it will be the badass vigilante in black and red, i.e. me!" Peter replied.

"I bet you I've saved more people in one year than you guys have in…year…s…" Peter's words drawled out as he stared towards the room's window which led out a balcony.

Standing on the ledge was the same woman from his dreams. She looked exactly the same as she had in his previous dreams. Slim yet curvy figure, black hair held up in a neat bun, black dress flowing in the wind.

She turned her gaze towards Peter who stood rooted to the spot, enraptured by the mystery woman. The unknown beauty crooked her finger, beckoning the entranced hero forward.

Peter would've followed those orders had a voice not broken the spell. "Earth to Parker!"

"Huh?" Peter mumbled as he turned around to see Johnny giving him a weird look. You okay dude?"

"Uh…yeah." Peter said while rubbing his eyes with the palm of his hand. He looked out the window again but saw no one. Johnny followed his line of sight.

"What were you looking at?" he asked as he stared out at the open balcony. "Nothing…I guess." Peter said before grabbing his costume and heading back to change.

Johnny took another glance at his friend before turning to the window again. He looked out over the building's edge but saw nothing of particular interest. "Huh…guess he's tired." The blonde haired teen muttered before he headed off down the hall, ready to aid his team.

**Skyscraper, Same Time**

"Soon…" a seductive voice called out as a woman in a slim black dress sat with her legs crossed in a comfortable armchair. The room was an incomplete set of I-beams and concrete blocks that formed around the woman like a wall, leaving her gaze un-obstructive from the front.

She gazed out over New York City, her soon to be new kingdom. "I can feel them…" she whispered before standing up and striding over towards the edge of the building. The open building allowed for a large breeze to blow through the incomplete building.

The cold breeze didn't affect the black haired beauty as her dress billowed in the wind.

"Soon this city will be all mine…and soon…I will have my Spider-King."

A sinister smile spread across the woman's gorgeous features.

**Forelli's Penthouse, Upper Brooklyn. **

"And you're sure he said Vegas Thirteen!?" Morris Forelli asked in complete terror something his workers had never seen.

"T-that's what I said boss!" The lone survivor of the club massacred stuttered out. "He told me to tell you that, and that he was coming for you!"

AT these words the aged mobster paled and began to shake uncontrollably.

"Out…" he muttered. "Boss?" a man questioned.

"I said GET THE FUCK OUT!"

The men reluctantly left the room, leaving their boss alone in the room. Forelli released a pent up sigh before collapsing in his seat. He pulled open his desk's drawer and removed two objects. A glass and bottle of Bourbon. He filled the cup to about halfway before downing the drink in one go.

He refilled the glass before turning on the TV in the corner of the room. The screen displayed the aftermath of the attack on his club, conveniently leaving out what had actually caused the damage.

"_The police have released no official list of suspects or info to the general public but it has come to our attention that Fantastic Four are beginning to be involved with the incident as well of rumors that Spider-Man was here."_

"Dammit…" Forelli cursed as he nursed the headache that was coming on strong. The last thing he needed was people like the FF getting involved. Wait…maybe they could help him!

Forelli mulled the idea over his head for a moment before it died. That wouldn't work. They were goody two shoe heroes, ones who wouldn't take bribes and if they did it would definitely attract the attention of the police. "Dammit…" he muttered.

"Wait a sec…" he murmured as he looked at the broadcast again. "Spider-man…he could be useful." The man muttered. He picked up the phone on his desk and dialed a number. "It's me." He said as soon as the phone was answered. "Send word through the grape vine. I'm looking for a spider."

**Harlem, Shop**

"What do you mean the boss want's us to clear out?" The shopkeeper asked as three men in suits stood in the center of his little store.

"You heard us. The boss wants all the merchandise shipped out. Pronto." "But we just got the shipment in! We can't just move it! I don't have the tools or the man power right now!"

"Then get them!" The man said menacingly.

Before the clerk could obey, a large shadow cast itself over the shop. The men inside turned around to see a massive fist barreling through the glass.

**KRSSSHH!**

The monstrous being crashed through the window, destroying the front of the shop while lunging at the men inside. Their screams died in their throats as the creature battered them to the side.

The shop keeper ran to the back of the store and fumbled with the key to the door when the shadow passed over him. He turned around, sweating in fear and his eyes widened in horror as he stared at massive brute towering above him.

The creature was roughly humanoid in shape with jagged rocks covering his body. Its massive forearms ended in long stony fingers that tapered off into jagged claws. Its face was rough and ragged with what looked like a cracked jaw. Its teeth were broken pieces of gravel and its glowing eyes bore down on the man.

"Oh…God… " he whimpered. "_Nooo….not God…" _The creature slurred as it lifted a burly arm.

"_DIGGER!"_

**Harlem, In the Air**

Spider-Man flipped through the air, firing off another web-line that snagged a building. He soared in the air for a moment before releasing the line and firing off another strand of webbing.

'Two hours of web swinging and still nothing! You think a guy as big as a car (according to the witnesses) would be easy to spot! But noooo, it has to be difficult!'

Spider-Man swung around the side of the building and leapt into the air before landing on a gargoyle. "Man…even Harlem is quieter tonight…Cage told me that crime here was insane."

Spider-Man's musing were cut short at the sound of an explosion. The hero turned his head and saw flames spewing out of a shop.

"I retract my statement." He muttered before leaping down to ground level. He stared into the raging flames and saw the silhouette stepping through the inferno. A massive figure stomped out of the shop and onto the street.

Spider-Man looked at the monster and swore he was fighting an evil version of the Thing. The monster's body was made entirely of green, jagged stone. His figure was taller than Ben's and his facial structure looked like someone had carved a face in granite and then took a jackhammer to it. Rocks crumbled off his body as he lumbered forward.

"Whoa…" Peter muttered as he saw the monster. As the creature's body moved away from the blazing shop, Spider-Man's eyes fell on a mangled corpse splattered on the street. The body was a mess of blood and crushed flesh. It didn't take long for the teen to connect the dots.

"So you're who I'm looking for huh? About damn time you showed up!" The creature stomped its lumbering as it stared at the masked hero. The creature grunted in irritation before starting to lumber off again.

Peter grabbed the bottle of pills that Reed had given him and popped two in his mouth. He swallowed the large capsules before pulling his mask down over his mouth. "You are not getting away this time." He said before taking aim with his web-shooter.

A quick double-tap from his fingers unleashed a dual shot of webbing that slammed into the monster's shoulder, causing him to halt in mid-stride. The creature growled as it turned its head.

"Where you going ugly? Didn't anyone ever tell you to clean up your messes?"

"_Grrrrr…" _Digger growled as his body slowly turned around. The beast lumbered forward before grabbing the edge of a car. Spider-Man's senses blared to life as the vehicle was tossed towards him.

Spider-Man flipped over projectile as it smashed into the ground leaving a sizable crater in its wake. Spider-Man landed on his feet and looked at the crater.

"He barely threw that…"

The hero's shock was cut short as Digger unleashed a blood-curdling roar. Spider-sense tingling, Spider-Man leapt into the air to avoid the monster's mad charge. Digger slammed into the store across the street sending shards of broken debris across the street. Spider-Man landed on the ground and whirled around as soon as his spider-sense wailed inside his skull.

He turned around just in time for Digger to body slam him with another tackle. "GAH!" Peter screamed as the impact slammed him into the ground. Digger reeled back his fist and struck down. Spider-Man just barely managed to jerk his head to the side, letting the fist slam into the ground beside his head.

'Jesus Christ! He's as strong as the Rhino!' Spider-Man managed to free one of his arms and unsheathed his claws before slashing the monster across the face. Digger's head was struck to the side but quickly recovered as he glared down at the teen.

"Well that didn't work." Peter muttered as Digger opened his massive jaw. He lunged forward and tried to bite the hero, only for Spider-Man to slam his fist into the creature's jaw with a satisfying crack.

The stone titan was not deterred and again tried to chomp down on the web-slinger. By Spider-Man had freed his second hand and used both to grab the creature's jaw, keeping it opened and away from himself.

"Damn!" Peter roared as he felt his muscle strain against the creature's gamma spawned might. "Eat this!" Unleashing the full lethal force of his venom blast into the behemoth's body. Digger grunted for a moment before he lifted the struggling hero into the air.

"_Bug…gets squashed!" _He hurled the young man across the street and into a building where he barreled through several walls before crashing into the street on the opposite side.

"GAH!" He screamed as he bounced off the pavement and slammed into a parked car demolishing it on impact. Spider-Man slumped to ground. "Ugh…" he groaned in pain as his head lolled to the side. Peter could feel the pain racking his body on all sides. His muscles ached, he was sure he had a broken rib or two and a possible concussion.

"Dammit…" Spider-Man fell forward barely stopping himself with his arms. He coughed violently. The metallic taste of blood flooded his mouth and he gagged.

"God…that was the hardest I've ever been hit…" He slowly pulled himself to his feet and limped onto the remains of the car to brace himself. He slumped against the hood while swapping his webbing to impact.

**KRSSSSHH!  
**

Spider-Man whirled around to see Digger stomping through the building. The monster easily pushed cars and debris out of his way as he marched towards the wounded teen. He grabbed a nearby car and tossed it at the struggling vigilante. Spider-Man rolled to the side, letting the object sale past his head, smashing into the empty street.

"Eat impact webs freak!"

A volley of thick webbing was launched from his web-shooters and slammed into the goliath. Digger stumbled forward as the webbing spread over his shoulders and arms, pinning them together. The creature grunted in irritation as it struggled to pull its arms apart.

Much to the creatures confusion, the webbing held. "_Grrrr…" _he snarled as he again tried to tear the adhesive apart. _"Graahh!" _It roared as it began to thrash around, slamming its body into cars and pounding the concrete street with its arms.

"_RAAAAHHHH!" _ Digger thrashed about as he fought in vain to free himself of the webbing.

'Good to see one of my tricks work.' Peter thought as he assessed the situation. This guy was easily ten times stronger than him, was immune to his venom-blast, and was far more durable than even Rhino. To make matters worse he was injured.

Digger let loose another howl of frustration before the webbing finally gave. With a herculean effort from the creature, its arms freed themselves of the adhesive, ripping it in two.

"Balls!" Peter cursed as the giant charged towards him. The teen leapt into the air and fired off a web-line pulling himself into the air. he fired off another line to increase the distance he was putting between him and the stone giant below.

Digger saw his target was getting away and bent his knees. With a mighty roar the creature jumped into the air, easily climbing 20 stories with the first jump.

Spider-Man's spider-sense wailed as he swung through the air. He had just enough time to react and twisted in mid-air, allowing Digger's massive fist to sail past him, allowing the creature to plummet back to the street.

"Holy shit that was high!" Peter exclaimed as he fired off another web-line. He cringed in pain as he felt his ribs ache from the strenuous movements. He landed on the ledge of a building. He stumbled over as he landed, gripping his side in pain.

"GAH! Dammit…god dammit…this hurts…" he moaned as he slowly braced himself with an arm. He crawled towards the ledge of the building as he heard Digger leap again.

The building buckled as the behemoth landed on the roof with a resounding thud.

"Shit…" Peter muttered as the monster locked its sights on the wall-crawler. His spider-sense was blaring inside of his head, warning him to run for his life. Digger let loose a mighty roar before charging head first at the downed hero.

Digger would have ripped the teen in half had it not slammed headfirst into an invisible wall. The creature stumbled back a few feet before charging again, slamming his arms against the air around Spider-Man with no success.

"FLAME ON!"

Instantly the monster was bathed in a torrent of fire that crashed down on the roof, searing it. The force field around Spider-Man was the only thing keeping the intense flames at bay.

"IT'S CLOBBERIN TIME!" A deep throaty voice echoed out.

Digger turned it head in time to see an orange fist collide with his face, sending it crashing into the ground.

The inferno on the roof finally ceased as The Human Torch hovered over the roof, body encompassed in an intense flame. Next to him stood the massive form of the 'Ever lovin' blue eyed' Thing. Ben cracked his knuckles in anticipation of the fight.

A familiar whirring noise filled the air and Spider-man turned his head to see the now visible form of the Invisible Woman and Mr. Fantastic flying the Fantasticar just above the rooftop.

"Take a break kid!" Ben hollered out. "We got this!"

**Sorry about the little cliffhanger. This was originally only suppose to be a single parter but I felt like I hadn't done much with the FF in a while and I thought adding them to the fight would be more exciting. Still no correct guesses as to who our mystery woman is. Remember the prize for a correct guess, You can choose any one character to be introduced to the story in some way. **

**Please answer in a review or PM me!**


	47. Chapter 47: Digger Pt 2

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners.**

**SHOUT OUT to: The New Creed for guessing correctly! Claim your prize in a PM or a review!**

**Chapter 47**

**Digging Deeper**

**Rooftops, Harlem**

Digger roared in defiance as he was met with another volley of fireballs that slammed into his rocky hide. The creature barely reacted to the intense heat as it marched towards the orange-scaled giant on the other side of the roof.

Johnny throttled the flames as Ben rushed forward, delivering a powerful haymaker to the green-stoned brutes face, staggering it. Digger stumbled for a few feet, allowing the Thing to press his advantage and pound him with a flurry of well-placed blows to the creature's face.

Digger stumbled back and into a well-concealed force bubble, created by Sue, and placed near the knee. Digger lost his balance and fell flat on his back before another force bubble appeared above him.

"Get on Ben!" Sue shouted out as the team's resident giant leapt into the air and body-slammed the bubble, causing it to crash down on the immobilized digger. The roof itself collapsed under the weight of the blow.

"Maybe that wasn't a good idea…" Sue muttered as she hovered on one of her invisible platforms.

Mr. Fantastic stretched himself down to where Peter lay to examine his condition. "Are you alright Peter?"

The young man groaned in pain before straightening up. "I'll live…but I don't think I'll be fighting anymore tonight…" he moaned out. Reed nodded his head in understanding.

"Leave to us webs! It's time for the real heroes to save the day!" Johnny exclaimed before diving into the hole in the roof.

"Piss off hothead!" Spider-man shouted in irritation. He immediately regretted that action as his sides throbbed with pain. "Oh god…hurts to talk…" he muttered while taking slow gasps of air.

Johnny flew down several stories until he reached the ground level that was covered in broken rocks and debris. The Human Torch looked around the area as he searched for his teammate and the monster he was intending to incinerate.

"Hey Ben! Where are you guys?" he hollered out as his orange flames illuminated the dark building

"GUH!"

Johnny whirled around in time to veer to the left as the Thing was thrown through a wall, rubble collapsing on top of him. "Ben!" Johnny exclaimed before the clattering of rubble could be heard from behind him. Johnny sound around to see the dishevloevd form of Digger marching through the holes in the walls.

"_Nu…sian…ce…" _It growled out as its hands balled up into fists. The monster released an enormous roar that shook the building. Johnny's body burned brighter as he prepared for the upcoming battle.

Digger charged and the Human Torch released an inferno of fire that engulfed the stone goliath in a wave of heat. The inferno raged on as Johnny intensified the attack, not bothering to throttle his flames as he knew his enemy could take it.

"Ya like that freak?!" he shouted out with a cocky grin.

"_NOOO!" _

Johnny's eyes widened in shock as a hand shot from the flames and grabbed him by the throat.

"Gurk!" Digger tightened his hold on the blode teen's throat as he glared at him with glowing green eyes. "_Die." _

The beast hurled the hero against the stone walls sending him careening through the structure and into a wooden desk that shattered on impact. Debris piled onto the teen's body where it lay unmoving.

Digger's face contorted into a grin as it admired its handiwork. "Whatcha grinin' at you stupid jerk?" A voice groaned out. Digger slowly turned around to see Ben rising from the rubble, bracing himself on an undestroyed wall. Digger growled in irritation as it prepared to charge the monstrous hero.

Ben braced himself as the goliath plowed into him like a tank, slamming him through the wall and into the streets.

"Guh!" he grunted as Digger slammed him onto the ground, creating a miniature crater. Another blow struck hi across the face before he felt himself being lifted up unto the air by Digger. The stone giant snarled in glee, a sick smile adorning its deformed face. With a might roar, it hurled the blue-eyed FF member across the street and into a set of parked cars. The Thing collided with the cars, their metal frames crumpling under his weight.

"Oof!" he grunted as he hit the pavement. "Ouchie…" he moaned as he slowly picked himself up. He turned in time to take a punch from Digger straight to the face flooring him on the ground.

The brute smirked in triumph before a massive weight slammed onto his back, making him drop to a knee. He glared up to see the Invisible Woman hovering in the air with the aid of an invisible platform. Digger realized the weight on his back was one of her force fields.

Before he could react, a thick rubbery substance quickly enveloped his body, further restricting his movements. The brute struggled in vain as Sue increased the weight of her force field and Reed increased the pressure on the creature's hide.

"Just a little more Sue and he should be out!" Reed called out as he tightened his body like a python suffocating its prey. "Got it! But he's stronger than he looks!" She yelled.

Before Reed could respond, he felt his body being strained. He returned his focus to Digger who had resumed his struggling and was getting stronger. Reed struggled to control the struggling creature as it strained against the elastic hero. The brute rose to his feet, back pushing against the force bubble that had previously kept him subdued.

"RAAAAHHH!" it screamed as it broke free of Reed's hold. It grabbed him by the torso and hurled him across the street. Reed recovered fast enough to morph into a ball and bounced across the street.

Sue increased the density of the bubble in an attempt to keep Digger down, but the creature stood firm. Using its immense strength, the monster pushed back against the bubble, lifting it up with both arms.

"GRAHHH!" it roared as he reeled back his fist and delivered a powerful blow to the force field, shattering it.

"GAAAAHHH!" Susan screamed as she grabbed her head in pain. With her concentration broken her platform began to flicker out of existence. Reed saw what was happening and flew into action. His body expanded below his fiancée and caught her as she fell. Reed gingerly paced her on the ground as he glared at the monster panting in the street.

"_Time to…killll…" _It slurred out, fingers cracking in anticipation.

"Wrong!" A deep vice hollered out. Digger turned its head to the Thing charging at him.

"IT's CLOBBERIN' TIME!" Ben struck digger with a powerful blow, cracking the monsters jaw and sending him flying back and through another building. Walls, appliances, noting could stop the monster's flight as it smashed through the final wall and onto the street just parallel of the Harlem river.

Digger grunted in pain as it lifted its shaky body off the ground. "_Tired_…" It muttered as it panted. Its jaw hung loose and was cracked with small pieces of rubble crumbled off his body as it struggled to move.

The monster marched off down the street until a strange noise caught his attention.

**THWIP!**

Digger looked at his shoulder to see a thin line of silver-ish webbing. "Hey!" Digger turned his head and was met by a double-heeled kick to the face by Spider-Man.

Digger stumbled back as he felt his face cave in under the attack. He fell to his knees as Spider-man landed on the grounded.

"Guh!" he grunted as he stumbled, grasping his ribs in pain. Seeing the Fantastic Four get taken down had spurred the teen into reckless action. Thus the idea of kicking the villain in his face. When in doubt, hit stuff.

Digger stumbled on the ground again as it struggled to stand, rocks broke off rom its enlarged body as it struggled to stand up. The little display of weakness did not go unnoticed by the injured teen.

"What the hell?" he muttered. 'This guys was mopping the floor with us and now he's weaker than even I am…what's the deal?' Peter stopped his train of thought as Digger finally righted himself. The brute snarled at the injured teen who readied his web-shooters.

Digger looked between Spider-Man and the raging river below before it made its choice. Using what little strength it had left, Digger leapt from the roads edge and splashed down into the river below.

"What the?!" Spider-Man exclaimed a he raced to the edge. He peered over the railing to find his foe but saw nothing but the disturbed waters of Harlem's river. "Goddammit…" Peter muttered as he slumped against the side of the wall.

A few seconds later sound of heavy footsteps broke the city silence. Spider-man turned his head to see the Thing walking towards him.

"Where's big, mean and ugly?" He asked looking around the destroyed area. "In the river." Spider-Man replied as he gestured his head towards the river behind him.

"Why would he do that?" Reed asked as he stretched himself over the building and landed next to his longtime friend. "He was tired." Peter replied as he remained seated on the ground. "He was falling apart so he jumped in the river to get away. At least I think so."

Reed frowned at this before he stretched towards the broken rocks that once composed Digger's body. He scooped up the pile in one of his enlarged hands before turning around to face his friends.

"Let's head back."

**Baxter Building, Later**

Peter let out a small cry of pain as HERBIE wrapped another bandage around his injured ribs. "Damn…" **"Language young man." **The robot replied in its high-pitched voice. Peter raised an eyebrow at the machine's comment. The droid finished it medical job and floated away from the teen.

"So what's the diagnosis Reed?" Peter asked as he looked at the older man typing away at his console. "Well according to the data we've gotten off your medical scans and with Doctor Storm's notes on biology along with Susan's knowledge I have determined that you will be fully healed in two days time. Until then, I suggest you keep your activities to a minimum."

"Dammit." He muttered. "**Language young man!" **HERBIE exclaimed before a shot of webbing slapped him in the face, causing it to spiral out of control and crash on the floor rather comedically. Reed couldn't help but smile at the scene.

"That thing is annoying." He muttered as he slowly stood up. "Ugh…" Peter once again leaned against the table for support. "I think I might have to take the docs advice for once." He mumbled as he reached for his costume's shirt. He gingerly pulled the garment over his head and onto his body before placing his mask over his face.

"Anything new on our new pal…Digger? Was it?" "I believe that is what Ben said it called itself. I've reviewed the DNA work the police sent us and I've found something that is both remarkable and disturbing."

"Please. After seeing what Miles Warren did with my parents work, I'm not sure if anything else will really disturb me."

"Then this might." Sue said as she stepped into the room with a small computer tablet in her hands. "I ran a patch work algorithm on the creature's DNA and determined it isn't human."

"Thank you captain obvious." Peter remarked with a small smile. "Shut up smart ass." Sue said with a small smile. "This thing is a patchwork of human DNA from at least six deceased men merged with concrete, sandstone, various types of desert rock, and massive quantities of Gamma radiation."

"That would explain the radiation it emitted at the club. But who's it made of?"

"A sextet of deceased mobsters. These men all disappeared on the same day in the early 1950's. No one knew what happened to them." Reed said as he looked over the police files. "Until now that is." Spider-Man muttered.

"So is there any connection between the stores and the clubs Digger attacked?" "Well yes and no. The first couple of shops were owned by several individuals but two of them were owned by the same person who owned the club. A man by the name of Morris Forelli."

Reed pulled up the face of an aging man with gray hair who was balding. The man had thin-rimmed glasses on his face. "That's the owner? Wasn't expecting an old man." Spider-Man muttered.

"It is strange. Anyway, I'll continue my research but in the meantime you should probably get some well-needed rest. "

"Okay 'mom'!" Peter quipped. "I'll lay low for a while."

**Urich's Apartment, Same Time**

Ben Urich had been in many stressful and dangerous encounters in his long time as a journalist. He had faced leg-breakers, crime bosses and even the occasional hired assassin whenever he was on the job.

But this moment here barely qualified. He was standing in his apartment with his wife when several armed men broke into his apartment and aimed their guns at the fearless reporter and his wife.

"Can I help you?" Ben asked as he stood in front of his wife, to her credit, she didn't look too scared. "We want to see Spider-Man." A man said while keeping his handgun trained on the bespectacled reporter.

"And why'd you come to me?" "You work at the Daily Bugle don't you?" "Yeah but I don't take the guy's pictures. That's another dude."

"Who?"

"You don't read a lot of newspapers do you?" "If he can read." Ben's wife muttered under her breath, too soft for the others to hear, but it brought a small smile to her husband's face.

"Look at the paper." Ben said while gesturing to the opened paper resting on the coffee table. One of the men walked over to the table and picked up the paper, skimming the articles to find what he was looking for.

"Who the fuck is Peter Parker?" The man muttered. "A good kid who takes the guy's photos. I can call him and get you a meeting with the guy."

"Do it." The men said as he tossed hi a cell phone. Ben flipped open the device and dialed Parker's number. A moment of silence filled the room as the phone rang. A second later a voice answered.

"**What?" **A firm voice said surprising Ben. "Peter?" **"Ben?" **the voice said softening at the sound of the man's voice. "**Uh…what's up?" **"I need to talk to Spider-Man. Some…unsavory people are at my place and want to meet him."

"**Define unsavory…" **"I think it's the mob."

**Parking Lot, Twenty Minutes Later**

"He better show up on time." One man said menacingly as he pressed the barrel of hi gun up to Ben's head. "He will, so you can chill out." Ben said calmly.

"If this is some kinda trick I'm a blow your brains out!" the mans snarled as he tightened his grip on the gun. "We don't give a rat's ass about you so don't do nothin' cute ya hear?!"

"It's definitely hard to ignore with you shouting." A menacing voice said from above. The group of men looked up to see Spider-Man perched on top of a fire escape, glaring down at them through the white reflective lenses of his costume.

"Holy shit the kid does know him…" one man muttered as his weapon dropped from his hand. Spider-Man turned his gaze down towards Ben who looked back at the vigilante with a strong poker face.

"You okay old man?" Spider-Man asked, making sure to lower his voice so it wouldn't sound like his usual voice. Ben silently nodded his head. Spider-Man turned his gaze towards the mobster holding the gun. The man flinched under the hero's gaze.

"Drop the gun. Step away from the old guy. Walk away." He demanded. The mobster obeyed, dropping his gun and backing up. The leader of the group stepped forward as Ben moved away.

"Urich can go. We just want to talk to you." the lead mobster said, keeping his cool. Ben looked up at Spider-Man who nodded his head. The older reporter silently stood up from the ground and walked back to his apartment room.

"If you guys wanted to talk to me you should've robbed a bank. I have plenty of time to beat up low lifes like you."

"We didn't come for a beating, we came to deliver a message from our employer. He want's you to meet him in his penthouse in an hour."

"Really? Well tell him that he can fuck off. I got more important things to do then meet some rich jack-ass who hires the mob to do his dirty work." Several of the men snarled before the lead man raised his hand to stop them from drawing their weapons.

"I think you might want to go see him." "Why?" Spider-Man asked as he made a show of aggression by releasing a mechanical arm from his back. The man below gulped but held firm even as the blade arched in front of the hero like a scythe.

The lead mobster finally steeled himself enough to speak.

"He knows about Digger."

**Triskelion**

Kaine crushed his lips against the mouth of the gorgeous blonde below him. The woman responded in kind as she ran her hands up his toned back. She moaned in pleasure as Kaine ran his free hand up and down the woman's legs, slowly approaching her inner thigh. The girl moaned in absolute ecstasy as the brown haired teen deepened the kiss by seeking entrance with his tongue.

The woman allowed him access before entwining her own appendage with his. While the blonde was completely naked below the teen, Kaine still wore his pants. Seeing this as unfair, the gorgeous blonde grabbed the hem of his sweats and yanked it down.

Seeing how eager she was, as well as his own unbearable arousal, spurred Kaine on as he removed his boxer. Now equally naked, the pair continued their mating as Kaine leveled his engorged member with her smoldering entrance.

Without hesitation, Kaine thrusted forward, inserting his erection into the woman's pussy. He quickly began to thrust harder and faster into the woman making her squeal in pleasure. Kaine grunted as the tight walls of her sex gripped his erection, squeezing it with a strong grip. Every thrust delivered a jolt of pleasure up his spine as his movement became faster.

Each movement made the woman moan in pure bliss as Kaine increased the movement of his hips, slamming deeper into her body. He could feel the woman convulse in pleasure as her nails dug into his back.

Kaine looked down at the woman only to be stunned by the sight below him. Instead of the beautiful blonde he had seduced mere minutes ago, he saw the stunning black haired woman he had been fantasizing about for the past week.

"Don't stop lover…" she purred out as she moved up, bringing Kaine in for a sizzling kiss. Kaine's lust bubbled over as he roughly grabbed the woman and slammed himself deeper into her. The woman's seductive voice moaned out as she ran her hands up the clone's well-toned back.

"Mmmm…" she moaned as Kaine's thrusts increased in intensity. He couldn't think. He had been reduced to basic instincts by the seductive temptress below him. As she arched her back in pleasure, her breasts shook. Kaine was ensnared by her gorgeous form as she pulled herself closer to him, locking her lips with his once again. Kaine grasped her thighs and continued his thrusts grunting pleasure.

The woman smiled as Kaine intensified his actions, each thrust sending spikes of pleasure into each other. The woman screamed in pleasure as she hit her climax, tightening around her mates member. This was the breaking point. With one final thrust Kaine hit his own climax, spilling his seed inside her.

The two panted as they descended from their organic highs. Kaine slumped against the woman, exhaustion taking hold. He was confused. His endurance should be far more than this, but this woman…she was something else.

"That was incredible!" a voice said over through their panting. The first thing Kaine noticed was it wasn't the incredibly seductive voice that belonged to his mystery girl. Instead, it was more perky and upbeat but no less charming. Kaine turned his head to see the blonde bombshell he had initially come in with.

She saw the confused look on his face and became puzzled herself. "Is something wrong?"

Kaine realized the dumfounded look on his face was confusing his 'guest' and quickly shook his head. "Nah…just agreeing with you in my head." He said with a small smile.

"Well then…" the girl purred as she moved on top of her lover for the night, "shall we go again?" "I think we shall." Kaine said with a small smirk before the girl went back down on him.

**Penthouse, Same Time **

Spider-Man landed on the balcony's railing. He observed the empty patio area that was housed on the penthouse's outer deck. He looked around but saw no evidence of a trap or foul play. Several lights were on inside the penthouse however.

He leapt onto the areas roof and crawled along the see-through glass ceiling. He saw two individuals talking below. One was an elderly man with greying hair and a balding head. The other was a young woman probably in her early teen years.

The two were casually laughing. Spider-Man recognized the older man almost immediately. Morris Forelli. The owner of the club that Digger had destroyed.

"Am I supposed to meet this guy?" Peter muttered questioningly. He watched as the younger teen walked away, leaving the man alone in the dining room. Peter saw this as his opportunity. He knocked his hand on the glass, drawing the older man's attention.

Forelli looked up at the vigilante in fear for a brief moment before putting on an unreadable poker face. He gestured towards the Patio and disappeared from view. Spider-Man turned around and jumped down onto the patio's railing. His back faced the patio door until he heard the noise of it sliding open.

He turned around to see Morris Forelli stepping onto the balcony carrying a large brown suitcase. He still wore his poker face, but the slight shaking of his hands gave him away.

"I see you came." He said. "I did. But I wonder if I should have sent a message to you by sending those leg-breakers back to you in body bags. I don't like it when my friends get guns to their heads."

"Sorry, but I had no other way of contacting you." "You should've gone to police if you had info." Spider-Man said as he glared at the man and then back out at the city. "I got a lot of things to do in this city and talking to you is not one of them. So make it snappy."

"That thing…the one that killed my boys…its after me." Spider-Man turned back to face the man who was trembling. "I need your help. I need you to kill it." "Why should I? I'll take it down but having it offed it isn't exactly how I roll. Not unless I have to."

"Well I'm tellin' ya you have to!" the man exclaimed. Spider-Man glared at the man who thrusted the case he carried onto the patio table. He opened the case for the wall-crawler to see.

Peter's eyes widened as he saw the large amount of cash present in the brief case. "500 grand for that thing dead! Please!" Spider-Man narrowed his eyes in suspicion. "Can I assume you didn't get that cash legally?"

"I'm a respectable business man. Ask anybody." "Is that why you got friends in the mafia?" Forelli frowned before pushing the case forward.

"Just take it! I can't have that monster killing me!" "I get the feeling that you had some roll in making Digger what he is…why the Hell should I save you?" Spider-Man asked as his claws extended from his hands.

Forelli saw the action and backed up.

"Grandpa! Where are you?" the girl's voice called out. Forelli turned around in terror before looking back at Spider-Man. "I'm all Elly has left…please…I just don't want to leave her yet!" Spider-Man looked at Forelli and then at the case. He took one last look at the Penthouse and sighed.

"Fine. But a little lesson I've learned Forelli, everyone gets what's coming to them. And no amount of money will ever change that."

Spider-Man fired off a web-line and snagged the briefcase.

"Gramps!" The girl called Elly shouted out. Forelli turned around to see his beloved granddaughter smiling at him with a curious expression on her face. "What were you doing out here?"

Forelli looked behind him to see no trace of Spider-Man or the case. "He turned around and forced a smile onto his face. "Nothin' kiddo. Just getting some fresh air."

"You weren't smoking were you?" Elly asked with a frown. "Course not. I ain't dying till I get a great grandkid!" he said while laughing. Elly started to laugh as well. "That may take a while then. C'mon the marathon is starting!" she said excitedly as she walked back into the house. Forelli's smile dropped as he watched the child enter the house.

He took one last look at the balcony's edge and frowned. 'Please kid…don't make my girl cry…' he thought before heading back inside to spend his night with the last member of his family he had left.

**Police Precinct**

Jeane DeWolfe looked down at the evidence and then back at her computer. "Working late?" The redhead turned to look at her former partner Frank Quaid, a large man with a balding head that still had plenty of hair and square glasses. He was leaning on his cane. Behind the senior detective was Carlie Cooper.

"Y'know me. Always got something to do." "You should be at home with your kid." "Jacob's at a friends house for a sleep over so no worries." Quaid sighed.

"So what'cha workin on? That weird case Captain Stacy plugged ya with?" "Yeah. Cooper, anything new?" DeWolfe asked without looking up from the screen.

"Nothing new. Well except that hottie Johnny Storm being here…I mean seriously he is gorgeous!" The girl's rambling stopped as she her eyes widened.

Although grateful that she had stopped her fangirl babbling, the two detectives looked at her curiously. "Cooper?" Quaid asked. The girl slowly raised her finger and pointed it at the window behind them.

The two cops turned around to see the red and black clad Spider-Man clinging to the glass, his left hand occupied by a large briefcase. Quaid reached for his side arm before DeWolfe grabbed his wrist. "It's cool Frank! Just give him a minute."

Jeane walked over to the window and opened it to allow the vigilante inside. Spider-Man wasted no time in setting the briefcase down on a table and opened it for the three to see.

"Holy shit…" Frank muttered. "Ka-ching…" Carlie squeaked out. "Spider-Man…where did you…"

"Guy name Morris Forelli called me to his place using some mobsters and bribed me into taking care of Digger not even an hour ago. He's who Digger is after. Run the money and see if it's stolen. As for evidence to convict him," Spider-Man placed a thumb-drive next to the case. "I recorded and filmed the whole conversation."

He moved towards the window and hopped onto the ledge. "Wait! He tried to bribe you? Why?" "He knows something about Digger. I'll ask it when I'm kicking its ass!"

He leapt from the windowsill and fired off a web-line into the air before swinging away.

**Harlem**

Luke Cage walked down the street of his hometown whistling all the way. He stopped as soon as he saw a large being in a dirty tarp stomp down the street.

Luke had seen his fair share of powered being. He and Danny had gone toe-to-toe with some of them and he had gotten pretty good at spotting them. A key factor was they either didn't act human or didn't look it.

And the thing across the street definitely wasn't human. Cage braced himself as he marched across the street. 'Okay…let's see where you're going.' Cage thought as he trailed after the hulking beast.

The creature trudged down the street as it made its way towards the small bar at the corner. The brute grunted as it saw the sign. Digger took two steps forward towards the door before a strong hand gripped his shoulder. Digger turned his head to see the stone-faced visage of Luke Cage.

"Going some where? 'Pal?'" Cage asked. Digger stared at the large man for a moment before it jerked its shoulder free of the man's grip. With a fierce roar, Digger swung his massive arm at Cage who ducked to the left, letting the blow sale past his skull.

Digger expected his opponent to be beaten aside like a ragdoll, so it was naturally confused when the man not only dodged but actually struck him with a strike to the jaw.

The blow staggered Digger who stumbled back in surprise. It had hurt. The blow to its rocky hide had actually hurt. Even Spider-Man's blows had barely hurt it. The only actual damage the creature had taken was when it went toe-to-toe with the Thing. The creature looked down at the ground to see several broken pebbled littering the ground. Parts of its skin.

Digger's eyes glowed an intense green as it stood up. Luke saw the change in the creature's demeanor and brought his fists up for a fight. "Bring it you ugly motherfuc—!"

Digger slammed into the Harlem street fighter, sending him flying back and into the very bar he had sought to protect. The glass shattered on impact as the hero crashed into several tables, reducing them to piles of splinters from the sheer force.

"Oof!" he grunted as a glass of beer dropped on his head, shattering against his near unbreakable skin. He slowly pulled himself up while the bartender (and owner) screamed profanities at him, all of which he blocked out.

Digger stomped towards the bar, plowing through what remained of its widow, tearing the wooden frames apart. Cage glared at the monster and it glared back. Its gamma green eyes burned with intense heat.

Luke grabbed a bottle of vodka and a napkin off the same table. He quickly stuffed the cloths into the bottle before pulling out his dad's old lighter. With a flick of the wrist he lit the cloth and chucked it at the stone giant.

The bottle smashed against the creature's hide, setting it ablaze. Digger barley reacted. Instead the monster stomped forward, its flaming body setting fire to the bar's floor.

"Well…shit." Cage said. The patrons of the bar scrambled out of their seats and towards the exits and broken window, fleeing the super-human fight before they could get killed.

Digger let loose another roar before charging into the muscle bound hero. The impact of the blow sent Luke flying where he smashed through the wall of the bar and landed in the crowded streets.

Luke grunted in pain for a moment before a bright light filled his vision. The blaring of a car horn filled Luke's ears before a truck smashed into the man. Cage braced his feet into the concrete as the truck pushed him back a few feet. With a strong push, he halted the vehicle's movements. He looked up at the shocked driver who was currently trying to process that the man he had hit was not only uninjured but had stop the truck cold.

"You good man?" Cage asked. The driver dumbly nodded his head, remaining speechless. "Need you to run now." Luke muttered. The driver quickly unbuckled his seatbelt and pushed open his door. He landed on the ground and sprinted in the opposite direction of the burning bar.

Cage removed his arm from the crushed engine of the truck and walked back towards the bar to see Digger breaking through its remaining wall and stomping into the street where dozens of cars swerved out of the way, smashing into other vehicles and spinning off the street itself and into sidewalks and shops.

"Damn…" Cage muttered as he balled up his fists.

Digger moved forward, his body smoking from the Molotov and burnt tarp. "We gonna do this freak?!" he shouted.

Digger growled before grabbing and abandoned car that had crashed. He lifted the vehicle into the air before releasing another roar. He hurled the weapon at Cage who grabbed the car by its front. As he dropped the vehicle Digger charged. His powerful fist slammed Luke's chest sending him flying back.

Luke hit the ground hard, the black pavement breaking underneath him. "Gah!" He screamed as Digger tried to pummel him into the ground.

"Get off me!" Luke roared before delivering a stomp kick to the creature's chest, pushing it off of him. Digger crashed onto the street but quickly rose to its feet.

"_Graaahh…" _It growled out as Cage rose to his feet. "Bring it you rocky piece of shit!"

Luke charged forward delivering a powerful blow to Digger's jaw. The creature was staggered for a brief moment before it delivered a double-handed hammer blow to Luke's jaw. Luke fell to the ground in pain but slammed his foot into the creature's heel. Digger fell to his knee and lashed out with his hand. Cage rolled to the side and rose to his knee before slamming his elbow into the creatures back with a resounding crack.

Digger roared in pain before tackling the hero to the ground. The creature opened it maw and without warning bit down hard on the man's arm.

"GAAAAHHH!" Luke screamed as blood burst from the wound. Using his free hand Luke grabbed onto the monster's head, pushing his finger into the creatures eye.

"_GRR!" _It grunted, jerking back its head. This gave Luke the perfect opportunity to deliver a dual-stomp kick to the creature's stomach throwing Digger off of him.

"Unbreakable skin my ass!" Luke cursed as he looked at his wounded arm. A nasty bite mark profusely bled, pouring blood onto the street. "Damn!" Luke swore as he looked up at Digger. Blood dripped down from the monster's jaw, splattering onto the black asphalt. Digger growled in rage as green slime dribbled down from its eye.

"Round two motherfucker?" Luke asked, ignoring the pain in his left arm.

Digger roared in response before charging the hero reeling back its left hand, ready to rip Cage apart with his claws.

Several thick globs of webbing slammed into Digger's face, shoulder, leg and arm. The shots exploded into thick strands of goo, slowing the monster's charge to a near crawl. Cage looked up to see Spider-Man swinging through the air.

The street fighting giant grinned as he saw his recent teammate swinging towards him. Cage's smile began to drop when he saw how awkwardly the teen was swinging.

Peter landed on the grounded and stumbled, falling against a car for support. His breathing was ragged and labored as he clutched his side.

"Dammit…this…hurts…" he panted out as he leveled his right web-shooters at the creature. The monster roared as it saw the wall-crawler and charged again. The impact webbing was torn asunder by the monster's brute strength. Digger barreled into the car, but Spider-Man had back-flipped away but landed painfully on the ground, jolts of paining coursing through his broken ribs.

Digger glared at the vigilante through his glowing green eye. It grabbed the end of the car and lifted the vehicle into the air before bring it down on the wall crawler.

With his wounded side, he had no time to dodge. Spider-Man braced himself as he caught the vehicle as it came down. Using all more strength than he thought he had, Spider-man pushed back against the makeshift weapon but buckled and dropped to a knee.

Digger pushed down harder, doing all he could to squash the web-slinger beneath the car. Spider-Man held the vehicle on his shoulders, keeping the metal mallet from crushing him with sheer muscle. His side ached, his breathing was labored. Peter new he wouldn't be able to last much longer.

His salvation came in the form of a massive man slamming into Digger's side. The creature lost its grip on the car and was sent spiraling into the ground. Cage continued his assault and rapidly delivered a flurry of blows to Digger's skull, breaking away chunks of his skin before the creature finally retaliated. A powerful swing of its arm sent Cage flying into the air where he slammed into a car's hood, crushing it beneath his weight.

Digger staggered to his feet as it glared at the injured teen slumped on his knees. "Ugh…" he moaned as Digger began to limp towards him.

A torrent of fire slammed into its body causing it to stumble backwards.

"ITS CLOBBERIN TIME!" The Thing shouted out as he dropped from the sky. He body slammed Digger who was flattened underneath the FF's resident monster.

Digger roared in fury before punching Ben off of him. Johnny flew back in for another strafing attack, unleashing a volley of fireballs at the creature. The flames exploded over the monster's hide causing it to scream in rage.

Mr. Fantastic swung around in the fantasticar as several energy turrets opened up beneath the vehicles body. The guns began to fire, unleashing a hail of blue lasers that pelted Digger with extremes forces, searing flakes of rock of its tough skin.

The Invisible Woman unleashed a force field that slammed Digger into the street, creating a miniature crater.

"Damn kid! You brought the big guns huh?" muttered as he helped Spider-Man to his feet. "W-hat can I say…? I'm a p-people person…" he panted out.

Cage turned to see the FF hammer Digger who was still standing. Peter knew it wouldn't last long. He had finally figured it out. Digger was getting weaker. At the start of every fight the monster could trounce them like ragdolls. But as a fight went on, he got weaker. He was falling apart.

Digger stumbled along the ground, grabbing a car, he chucked it at the Fantasticar that veered to the right while Reed launched himself into the air and stretched himself out to catch the car in midair before depositing it on the ground.

Digger limped out of the street as rocks began to crumble off his body at an alarming rate.

"The hell is happening to the walking disaster?" Cage muttered. "He can't keep it together…" Peter muttered. "What?" "He's a bunch of dead corpses fused together…he got no living base to keep himself together."

"And what the hell does that mean?" Cage asked in slight irritation. "Hit him till he breaks."

"I like that plan!" Cage roared as he charged forward.

Digger never saw it coming. The blow took his jaw clean off, shattering the rocky appendage as it hit the ground. Digger's eye widened in terror as the second blow slammed into his stomach. The Thing leapt into the battle and delivered a bone shattering stomp-kick to the monster back.

Fire, lasers, and force fields pelted the pitiful monster as it roared out in agony, thrashing around in vain. The creature fell to its knees as its arms crumbled away, the majority of its body was broken and dismembered.

Spider-Man limped towards the fight, the four mechanical arms springing from his back.

Digger saw the approaching hero and its remaining eye widened in disbelief as the four claws reeled back. Like a reaper swinging its scythe, the blade decapitated Digger. The remaining arms pierced the creature's chest before ripping the being in two.

Diggers remains scattered over the asphalt, littering it with green stones. Peter fell to his knees while his arms retracted back into his suit. The Thing stomped over towards the injured hero and helped him to his feet while the other FF members examined the rocks.

"Reed? Is it…" "Dead? I believe so. Though to be honest it was never really alive to begin with."

"But Reed is correct. There's no signs of life and the Gamma radiation is rapidly dropping."

"Radiation?" Luke asked drawing the group's attention. "Yes. The creature emitted substantially dangerous levels of Gamma radiation Mr…?" "Reed Luke Cage, Cage Reed Richards and the Fantastic Four. Cage's a friend of mine. Super-strength. Don't ask." Spider-Man said as he leaned against the side of a street lamp.

"You might want to give him some pills." He grunted. Reed nodded his head before stretching towards the Fantasticar, he reached inside and removed the medical box that contained the pills. He brought the box down and opened it. He extended his hand towards Luke who saw that the rubber hand contained two pills.

"These will fight off any adverse effects of the radiation." Reed said. "Man last thing I need is cancer." Luke muttered as he downed the pills.

"Either way…I think we're done here." Spider-Man muttered as he looked down at the creature's remains.

"Yeah. So who do I flip the bill to?" Cage asked.

**Forelli's Penthouse**

Forelli laughed at the scene on TV while Elly screamed with laughter. Forelli took the bowl of popcorn and popped a handful into his mouth.

As his granddaughter reached for the bowl herself the doorbell rang. Elly looked up from the TV and turned towards the hallway.

"Gramps were you expecting someone?" Elly asked. "No." Forelli muttered while he stood up from the couch he walked towards the hallway but stopped after turning the corner. He approached a small desk that sat by the edge of the door and removed a loaded revolver from its drawer. He placed his hand on the door knob and opened it up slowly.

The sight in front of him surprised him.

Outside the door were several police officers led by two detectives. "Uh…can I help you officers?" he asked as politely as possible putting the revolver behind his back.

"Grandpa?" Elly asked as she stepped into the hallway. She could see the police standing in the hallway outside the penthouse door.

"What's going on?" She asked. "I uh…" Forelli started before Detective Jeanne DeWolfe interrupted.

"Marcus Forelli, You are under arrest for theft, extortion, blackmail and conspiracy to murder."

"WHAT?!" Forelli exclaimed as the officers entered his house showing him a warrant. One officer grabbed Forelli by the shoulders and turned him around to place a pair of cuffs on him while removing his gun from the man's hand.

"You have the right to remain silent…" the cop started. "Gramps!" Elly screamed as she tried to reach her grandpa, only to be held back by several police.

"Let her go you stupid pigs!" Forelli screamed as he saw his only remaining family being manhandled by two cops.

"Enough!" DeWolfe ordered grabbing the girl by the shoulder and dragging her away from the two officers and into the living room.

"What are you doing?! My grandpa hasn't done anything!" Elly screamed. DeWolfe looked at the girl and could tell she was blissfully unaware of who Forelli was. "I'm sorry…" the detective said as she resigned herself to the ugly task of revealing the truth.

"There are some things you'll need to know."

**Watson Residence, Queens**

Mary Jane sat across the bed from her costume- clad boyfriend who was still nursing his broken ribs. MJ was just happy to hear that he had made it out alive and wasn't going to get cancer.

"So does it still hurt?" She asked as she saw Peter place another bag of ice on his side. Peter flinched at the pain and grunted.

"I'll take that as a yes." She said as she placed two pillows underneath him as he lay down. MJ lied down next to him as he steadied his breathing.

"Is it wrong?" Peter asked out of the blue. MJ turned her face towards the brown haired teen and gave him a look. "Is what wrong?" "Feeling bad. About killing it." "Digger?" Peter nodded his head

MJ propped herself up on her elbows as she looked at Peter. "Peter…he may have been a monster…but Digger was technically alive…the fact that you care that you killed it means you still have a conscience. That doesn't seem wrong to me." She said with a reassuring smile.

Peter glanced at her before returning the smile and leaning closer to capture her lips. Mary Jane eagerly complied as she moved closer to her boyfriend, being careful not to aggravate his injuries.

**Hoped you liked this chapter and the way I handled Digger. Any suggestion or concerns throw them into the comments/reviews or PM me!**

**Next: All Hail the Queen Pt 1**


	48. Chapter 48: All the Hail the Queen Part

**Disclaimer: I do not own any character from Marvel; all rights belong to their respective owners.**

**Chapter 48**

**All Hail the Queen Pt 1**

**Triskelion**

Nick Fury Entered the quarters of his newest pet project and resident headache. As the door opened the stench of sex filled his nostrils. Fury sighed as he realized the cause. He looked at the room, which looked like a standard SHIELD apartment filled with advanced tech such as high-quality computers and TV as well as rather comfy living conditions like the couch and table. Fury sat down in the kitchen's table chair and waited for his agent to get decent.

After waiting about five minutes, Fury had had it. He got up from the seat and banged on the bedroom door, which had been left unlocked. The door creaked open and Fury glared at the teen inside.

Kaine sat in his bed, propped on his elbows with a ghost of a smile on his lips. "Sup boss." He said as his companion used the blanket around her to cover herself from her superior officer.

"S-s-sir!" She shouted giving a small salute. Fury sighed before he gestured towards the door. The blushing woman quickly gathered her clothes and scurried out the door before Fury shut it in irritation.

"Kid…how many times are you gonna fuck one of my interns?" "Oh she wasn't an intern, she was an agent." Kaine responded. Fury's eyebrow twitched. "What?"

"Yeah. Clint bet that I couldn't score with an agent within 24 hours. And I did, so he owes me about 20 grand."

Fury sighed before leaning against the side of the wall, rubbing his head in an effort to control his anger.

"Nick I gotta tell you she was a freak in bed man! I think for that she deserves a promotion!" Kaine said while laughing.

"You do realize I don't like giving my agents maternity leave? You're using protection right?" "No." Kaine said as he got up, pulling on a pair of sweats. His long brown haired was disheveled and he quickly went to work in fixing it.

"It's not like I can get them pregnant anyway. I'm sterile remember?" Kaine said with a hint of malice. Fury took a good look at the teen as he combed back his hair. His posture was tenser after the mention of his condition.

"Sorry kid…but it's not exactly like I can authorize you to sleep with every agent in a skirt." "Nick none of them wear skirts and I'm not gonna sleep with everyone of them. Just the ones I don't see on a daily basis."

"Care to elaborate?" Nick asked. "See I don't sleep with Black Cat or Widow because I see them pretty frequently, and relationships on the team always lead to problems. Now the interns and all the lower ranked SHIELD agents, I barely see them. That's why it works."

"Jesus kid…" Fury sighed. He pulled out a file from his trench coat and threw it on the bed. "

"What's that?" "You're knew assignment. Read it and meet me in the war room when you're decent. Bring the uniform soldier."

**War Room, 20 Minutes Later**

Kaine entered the war room in his neon-red and dark-blue costume. He pulled the mask over his face and proceeded into the room.

"An investigation?" He asked as Fury sat in a chair. The one-eyed agent nodded his head. "You do realize this is bullshit right? Just send the grunts, or god forbid Coulson. At least he has the better chance of not fucking it up. And if its super-power you need give him those Initiative recruits Green keeps bragging about from Camp Hammond."

"I can't risk an all out investigation. Plus those kids aren't ready. They're still reeling from the loss of their teammate." "Just send in those three clones you made of him. Blitzschlag is so proud of them, just throw them an extra clone so they can get over it."

Fury sighed. "It's not as easy as it sounds. They're not qualified for the mission. You on the other hand have more training, experience and enough skill to pull this off. Go to that skyscraper and figure out what the fuck is going on."

"So it gets bought out before construction and a few dozen people go missing. Isn't this below SHIELD's pay grade?" "Yes. But I got…a gut feeling. That thing needs to go."

Kaine sighed. "Fine. But afterwards you can't bitch to me on which intern I fuck next." He muttered as he left the room. Fury sighed. "Damn kid is a hassle. He just had to inherit her rebellious side."

**Skyscraper, New York City**

Kaine swung in low, the wind whipping past his face; he leapt towards the massive building and landed on its side. His hands and feet adhere to the glass surface. Kaine turned his head to look over the vast city. The streets were aglow with neon signals and car lights while the buildings around them were aglow with their own inner lights like stars in the night sky.

"Damn…how can such a beautiful city be so ugly?" Kaine asked to know one before he turned back to the job at hand. He quickly scaled the building, keeping his senses fixed on anything strange, any sound sight or smell that was out of the ordinary.

As he continued to climb the building he noticed that the building was virtually empty. He had climbed at least twelve stories and had seen no one. No workers of either the office or of construction.

Kaine finally reached the unfinished floors and kept himself in a crouched position as he moved further in. He looked around to try and find anything. But all he saw was unfinished walls, rooms and abandoned construction tools.

"The fuck? No one's here and I'm getting that creepy horror vibe…damn you Parker for watching Blair Witch…" he muttered as he moved closer. He peered around a corner but saw no one.

"Dammit." Kaine said as he stepped away from the wall and began walking down the building's hallway. He turned a corner and his spider-sense went off. He quickly pressed himself against the wall and turned invisible.

On the other side of the wall stood a long line of civilians standing stone still in the middle of the room. Kaine moved around the wall and leapt onto one of the steel railings so he could get a better look. As he peered down at the men and women he saw their eyes were glazed over.

'Creepy.' Kaine thought before he lowered himself down with a thin web-line.

"He is here." A woman murmured in a monotone voice, surprising Kaine. 'Relax. They can't see you. They can barely hear you.'

"Alert the Queen. Her mate is here." A man said before lunging forward. Kaine leapt out of the way, completely surprised. He landed on the steel beam and looked down at the crowd of humans in shock. They were staring directly at him.

'Impossible! The suit bends light for invisibility and dampens sound!'

Despite this, the drones quickly began to scale the walls, gripping any foothold they could use while some took the abandoned construction tools. Kaine saw them lifting hammers, chainsaws, power-saws, jackhammers, screwdrivers and nail-guns.

The group charged at the hero who leapt over the crowd easily landing on the ground where he spun around, unleashing a thick torrent of webbing that ensnared several workers who desperately tried to cut the webbing with their tools. Needless to say they were only having minor success.

Another man swung his hammer only for Kaine to catch it in his hand. With a grunt of effort Kaine snapped the weapon in two before delivering a kick to the man's chest sending him back. The man crashed into several more drones, flooring them like bowling pins. Despite his skill Kaine saw that dozens of random men and women were moving towards them.

"Get him…for the Queen…" they all murmured in their monotone voices. 'This is like watching Hot Fuzz, Ha! Those guys make me laugh.'

Kaine dodged another attack and elbowed his assailant with minimal effort, flooring the skinny man before a more portly civilian charged only to be swatted aside.

"Man you guys are persistent!" Kaine shouted out as he unleashed his stingers. He jabbed a man in the shoulder before kicking him back. Another man swung a fire-ax only to be slashed across the chest. Kaine stabbed another woman in the leg and watched as she fell. Her movements quickly began to cease as her body stiffened.

"Stinger-venom how I love you!" Kaine exclaimed before delivering a cut across a man's calf, downing him. 'They just keep coming!' he mentally raged as he began to fire a barrage of webbing at the gathering crowd. The adhesive substance quickly trapped the group as he leapt onto the higher beams.

"Stick around for a while." As he climbed further up he retracted his stingers. 'Stick around…that sucked.'

He finally reached the next story and crawled onto its main floor. 'Who the hell is this queen they keep blabbing about? And a mate? They weren't talking about me were they?'

"And why not?" a seductive and sultry voice called out.

Kaine whirled around only for his eyes to widen in shock. Standing in front of him was the same woman from his dreams. Her hair was tied up in a black bun; her dress clung to her voluptuous figure while it flowed freely below the knees. Two black high-heeled shoes held her feet while a pair of dog tags dangled off he wrist like a bracelet.

"Hello…lover…" she purred out.

Kaine stepped back in stunned amazement at the black-haired beauty as she strode forward, her black dress trailing over the floor like a dark cloud.

"Who…?" Kaine managed to say as the woman came closer. She pressed a finger to his mouth before speaking.

"You know…exactly who I am. And Exactly what I want." She dragged her finger down his mouth towards the edge of his neck. Her finger slipped under the side of his mask before it sealed shut, pushing her finger out.

"B-back off." Kaine said, pushing her hand to the side. "Who are you? And what did you do to those people?"

The woman smiled as she took a step back. She slowly walked around him, sizing him up like a predator stalking its prey. Kaine kept his poker face, but he was sure the woman could tell how he was really feeling deep down. Fear, intrigue, confusion…and lust.

Kaine's eye traced over her sinuous form, gliding over her creamy breasts down her slim hips and long legs.

The woman smiled, as she knew where his attention was. She could take him anytime she wished. Instead, she decided to play with her new follower.

"I simply enlightened them to the true hierarchy of the world. Subjects at the bottom…the Queen at the top."

"What?" Kaine muttered as the woman looked him over. She smiled as her eyes roamed over his lean and muscular physique. For a teenager, his body had restructured itself to beyond the physical prowess of an Olympic athlete, and as a benefit his body looked better as well.

"Simple…the world has many beings…they believe in many things…ideals, religion, personal beliefs, politics HA! That's all false lies spread by the world. There is only one thing that demands their worship…their utmost devotion."

Kaine didn't like where this was going. "And that would be?"

The woman stopped her pacing and turned to face him. A smile was present on her lips as she stared at him. Kaine could tell she was looking past the mask and into his very soul, and it chilled him.

"Complete obedience. To their Queen."

"Not happening lady!" Kaine exclaimed, stingers shooting from his wrists. He struck forward, planning to impale the woman through the head, but she easily sidestepped, twirling around him to avoid the blow. The smile she wore never faltered. Kaine lashed out with a kick that was dodged as easily as the last blow.

The woman avoided each and every blow, dancing around him as if he was a harmless puppy nipping at her heels. Kaine leapt towards the woman as her dance stopped.

Her dark brown eyes locked onto his through the mask. _"Stop…" _Kaine's muscles tensed as the voice echoed in his head. His stinger's stopped and inch from her face. His arm trembled as he tried to force himself further. Steadily, the stinger moved closer to the woman who merely smiled. She walked around him before back handing him in the back.

Kaine was sent flying across the room where he slammed into a steel beam. The teen grunted in pain as he slowly rose from the ground. The beam caught his eyes and he noticed that the beam had been dented from his impact.

"You're strong…I like that." The woman called out. Kaine whirled around to fire off a shot of webbing, but for whatever reasons, his muscles were against him. His attack was sloppy and the woman saw it coming far before it happened. She casually moved to the side as the web-blast sailed past her head.

Kaine lunged forward but she easily moved past him, kicking him in the back. Kaine screamed in pain as the blow sent him crashing into a pile of cinderblocks. Dust rose from the impact as rocks scattered over the concrete floor. The woman moved closer to the pile as she examined her nails.

"Some girls don't like a man to be so persistent…" she muttered as Kaine crawled out from the rubble. His muscle's screamed for him to stop and remain still and it took all his willpower to keep them moving.

The woman kneeled down in front of him and cupped his chin. "lucky for you I like that."

Kaine moved for another stab but his arm locked up the second his Stinger came close to the beauty's face. She ran one of her delicate fingers over his arm, moving past it so the stinger was beyond her head.

"Impressive resistance…both of you…but you have come to me. And for that I choose you…" she whispered huskily as her hands trailed up his chest. They finally reached his neck and moved around it to find the crease.

"_Remove your mask…" _she commanded. Part of Kaine's mind screamed out to refuse, but that part was quickly silenced as the Queen moved in closer. She pressed her breasts up against the hero's chest and moved closer to his mouth. She breathed over his mouth, releasing a flood of invisible pheromones. Kaine inhaled deeply as the scent bombarded his senses.

Heat surged through his body, flowing throughout his chest and further below. The woman smiled seductively as she felt his member stiffen through his costume. The woman reached her hands around the clone's neck and found the seem of the mask. She slowly, teasingly removed the obstruction.

Kaine was now face to face with the gorgeous woman who ran her hands up his face and sealed his lips with a kiss. Any reserve of resistance Kaine had dried up in that instant. The woman further pressed herself up against him, grinding herself over his erection while Kaine's arms ran up her sides before wrapping around her waist and pulling her closer.

"You are mine…" she said, breaking the kiss while locking her brow eyes with his own. "My Spider-King…perfect for your Queen."

"Yes…" Kaine muttered in a monotone voice as she pushed him back. She grabbed his hand and dragged him towards a more secluded area surrounded by white tarps.

"Come…" she purred.

**Warehouse, Queens**

MJ straddled Peter as the two engaged in a heated kiss. The redhead was straddling the brown haired teen as his hands glided over her hips and reached up towards her back. MJ pushed harder on the boy, keeping him pinned beneath her as she pressed herself against him further.

The girl moaned as Peter ran his hand up her thigh, slipping under her shirt and grasping her breast. MJ wrapped her arms around the teen's neck and pulled herself closer. Her kissing became more intense as she pushed her tongue into Peter's mouth.

The boy eagerly returned the gesture as his own joined his girlfriend's. Peter began to push back as he pulled off the girl's shirt, exposing her red bra to the teen's hungry eyes.

MJ blushed under his gaze but quickly trailed her hands under his shirt, feeling up his rock-hard abs and smiling to herself. Peter shivered under her touch as he finger nails lightly raked his chest. The girl quickly grasped the edge of his shirt and pulled it off, almost ripping it.

Peter pushed his girlfriend down onto her back as she began to wiggle out of her jeans. Peter followed in her example as he began to fumble with his own pants. MJ removed hers first before tackling her boyfriend onto the couch. She grabbed the waistband of his pants and pulled it down. She smiled at the sight of a large bulge in the teen's shorts.

Peter smirked at his girlfriend's eagerness. He gently pressed his hands on the girl's shoulders to remove her bra-strap. MJ offered no resistance, instead she revealed a seductive smile as she crawled on top of the boy.

Peter slammed his lips against her as she kept him pinned to the couch. The redhead slowly began to rock her body against his, grinding her clothed pussy against Peter's erection causing him to moan into the kiss. MJ's movements began to increase as the delicious friction sent jolts of pleasure up her spine.

Peter's hand trailed up her back as it grasped the clasp of her bra. The teen began to unclasp the garment and after some fumbling removed the obstacle from his girlfriend's body. Peter's cheeks darkened as he saw the redhead's fully exposed breasts. If possible he felt his member grow harder. He reached out his hand and grasped the mound of flesh in his palm as he began to fondle it. Mary Jane moaned in pleasure as she wrapped her arms around the teen's neck.

Peter pressed his lips against those of his girlfriend and pushed his tongue into her mouth. MJ's tongue respond in kind as it wrapped around Peter's. The aroused teens grinded up against each other. MJ's hand drifted down his back and towards the boy's boxers.

Peter felt her hand trail towards his boxers and grip its waistband. He felt the garment being pulled down, exposing his hardened length to the cool air of the warehouse.

Peter's hand drifted towards his girlfriend's panties and gripped them before pulling them down. MJ shivered as her most private area was exposed. The girl was gently lowered onto the couch as Peter aligned himself with her. He took a deep breath to brace himself for the upcoming pleasure. He thrusted his penis forward and penetrated his girlfriend.

MJ gasped as a surge of pleasure flew up her spine. Peter grunted as his erection was assaulted by the intense heat that enveloped him. He once again thrusted into MJ causing her to scream in pleasure. Her fingers dug into his back but the pleasure outweighed the two.

MJ rocked her body back and forth, forcing the hardened muscle into her warm hold repeatedly. Her rocking had the desired affect as Peter tightened his hold on the shapely redhead.

The Peter leaned back, allowing his girlfriend to straddle him by the waist as she repeatedly rocked back and forth on her boyfriend's lap. Peter grunted trying to stave off hi quickly rising climax.

MJ moaned as she increased her movements, clearly she was reaching her end. Peter grunted again, closing his yes to increase his concentration. "Oh yes…" a seductive voice called out. That was not MJ.

Peter's eyes shot opened to be met with the arousing sight of a black-haired woman riding him as MJ had been. "Peter!" She called out. The voice was a mix of both the woman's and MJ's. Peter was confused, but his confusion was lost when she slammed down on him, pushing him further in.

The woman's form began to flicker, changing from Peter's mystery woman to his gorgeous girlfriend. Peter gripped her thigh as she squealed out in pleasure, finally reaching her climax. Peter felt her walls tighten around him, pulling him deeper inside her. This was all he needed. With a deep grunt and gasp, Peter reached his own climax.

The two being rode out their respected orgasms before MJ's form reverted to that of the mystery woman. She leaned down and captured Peter lips, grasping the side of his face with her smooth hands. The woman pushed her tongue inside the boy mouth, making him moan in his pot-orgasmic bliss.

The woman leaned in closer to the boy ear and gently nibbled it. She placed her lips near his ear and then whispered. "Come to me…"

Peter's eyes widened for a moment before they glazed over. A vacant look overtaking his face.

MJ panted heavily as she recovered from her organic high. She rolled off her boyfriend while wrapping her arms around his body so she could snuggle up against him.

Peter surprised her when he sat up, knocking off the girl embrace. Startled, MJ looked up at her boyfriend with concern.

"Peter? You okay?"

Instead of responding, Peter removed the sheet from the couch they had been using as a bed and stood up. Not bothering to dress himself, he started to walk towards the warehouse's door. Seeing this MJ leapt from the bed, ignoring her own state of undress and ran to stop him.

"Peter wait!"

MJ grabbed the boy's arm and tried to get him to look at her. The teen was unresponsive and threw the girl off of him. MJ fell to the ground and looked up in shock.

She turned her head around to see his spare web-shooters resting on the table near his suit. She dashed towards the table, grabbing the shooter, she spun around and fired off a thick stream of webbing.

Whatever had happened to Peter apparently had dulled his spider-sense. Instead of seeing the attack coming and dodging it, the webbing slammed into his back. The attack knocked him off balance and pinned his left arm to the wall.

MJ didn't know what was going on but she ran towards her restrained boyfriend with his mask in hand. She was preying that it was some sort of psychic attack, something the mask could block out.

She ran p next to the struggling teen who had unsheathed his talons to tear through his own webbing. She opened the mask and tried to force it over his head. Peter saw the attempt and grabbed the redhead by her neck.

"GURK!" she muttered as the teen squeezed tighter.

"P-Pet-guh!" she muttered. The teen used his free hand to lift the girl off the ground. She dangled in the air with one hand gripping the boy's wrist while the other still clutched the mask. Using all the strength she could muster she pulled the mask onto his face.

If Peter had been in control he would've known what the mask could do, but as his mind was clouded he failed to realize. With a mighty tug, MJ pulled the mask over his face.

Although crooked and imperfect, the effect was almost instantaneous. Peter's mind cleared and he saw what he was doing.

MJ's face was borderline purple and her eyes were fighting to stay open. Peter recoiled in shock, releasing the girl from his grip. The redhead fell to the ground in a slump, coughing violently as oxygen flooded her lungs. Peter rushed to her side raising her from ground.

"MJ!" Peter screamed as he lifted her off the floor and placed her on the couch. The girl coughed some more as Peter looked at her in horrified concern.

"I'm so sorry! I-I couldn't stop— I just…" MJ coughed again while raising her hand to stop her boyfriend's ramblings.

"P-Peter…it's…okay…y-you didn't mean it…" she coughed again, nearly toppling over until Peter caught her.

"W-what happened…?" she asked looking up at the boy. Peter looked down at the girl and then at the ceiling, debating on what to say.

"This might take a bit." He finally said.

**Harlem, Heroes for Hire**

"Is this the place?" Jessica asked as she looked up at the rather shabby establishment. Next to her stood her Lana who was currently looking at the address and flyer that Peter had given them earlier at school.

"Is it just me or does this place look like some sort of PI agency?" Jessica asked. "Well…I don't know about that but I'm more curious about how Parker even knew about this place."

"He's friends with Spider-Man. What's the deal?" "It isn't a little bit suspicious that he actually knows the guy?"

"He takes the dudes photos." Jessica replied flippantly as she looked through the glass of the office, looking for any sign of the inhabitants.

"Yeah and paparazzi take photos of celebrities and athletes. That doesn't make them buddies like Parker supposedly is. I mean…you said he disappeared right before Spider-Man showed up at that house party, y'know the one my ex nearly blew up?"

"Yeah I remember. So what are you getting at? They aren't buddies? If so then why did he tell us to go see Parker with our decision?"

"I don't know maybe to cover up the fact that he and Spider-Man might be the same person? Did that ever cross your mind?" Lana asked with her hands on her hips.

"What?!" Jessica nearly screamed.

"That can't be! I mean, yeah he's gotten buffer…around the same time he showed up…and he's a lot more confident the he was before he…oh shit!" She exclaimed as it finally clicked in her head.

"That sneaky, conniving motherfuc—" "Watch the language." A new voice said.

The girls looked at the office's door to see a good-looking blonde-haired man standing by the opened door. He looked at the two with a skeptical look. The girls stared back, looking him over.

"Uh…hi?" Lana muttered.

"So you guys gonna come in or are you waiting for an engraved invitation?" the man asked with a small smile as he gestured his hand towards the office hallway. The two girls glanced at each other before stepping into the hallway.

The man closed the door before walking after the two. The group entered the wide waiting area as the blonde-haired man sat behind a small desk.

"So. How can I help you?"

Jessica and Lana looked at each other before looking back at the man who now wore a polite smile. He stared at them for a moment before looking at the clock on the wall that ticked on. Jessica and Lana looked like they wanted to speak but held back.

"Ladies I really hate to press your time but we d—" "We cam for training!" Lana blurted out. Jessica nodded her head in agreement before the man got up from his chair.

"You know who I am. Don't you?"

Jessica spoke first. "You're that green monk guy, Iron Fist. Your friends with Luke Cage and Daredevil right?"

Iron Fist smiled before nodding his head. "Are you friends with Spider-Man and Daredevil?" Lana asked.

"With Daredevil yes. Spider-Man is more a mutual acquaintance, but he's a good man."

"Kinda a lying punk though." Jessica grumbled under her breath, still furious about her recent revelation. Iron Fist smiled a bit at the comment.

"He's takes a bit of getting use to, but I think he is a good kid."

"If you think sociopathic is good." Lana muttered. "He's violent I give you that. But give him time. Everyone deserves a second chance. I believe he gave you that too."

Jessica saw her friends discomfort at the mention of her past and decided to change the course of the conversation. She coughed once to get Iron Fist's attention.

"So…when do we start the karate kid training?"

**Skyscraper**

Spider-Man swung towards the incomplete building with the grace of a trained acrobat. As he approached the tower his coms crackled to life, allowing his girlfriend's voice to fill his ears.

"**You're okay right?" **MJ asked.

"I'm fine red. The mask should shield me from any of that mind control shit from earlier. And if by some chance it does get to me…"

"**Use the sonic trigger in your coms to ring your head. I still don't like the idea." **"It's the only other option I've got. I need something that will directly target my brain, short circuit the telepathy."

"**I still don't like it." **"And that's why I love you!" Peter said with a small smile.

He flipped through the air before landing on one of the unfinished floors of the building. He quickly scanned the area with his sense but found nothing weird.

'Not good…that voice and those images were telling me to come here. Maybe they bailed when they lost connection with me.'

The wall-crawling teen quietly moved across the floor, keeping to the shadows cast by the I-beams and unfinished walls. He crept quietly through the inner corridors until he saw several civilians standing in the center of the room unmoving. Spider-Man leapt onto one of the steel rafters and crawled above them.

He stared down at the unmoving people. Their eyes were glazed and their expressions void of any emotion. Spider-Man moved back away from the group and crawled away from them, scurrying up the steel beams to reach a higher floor.

"MJ, was I like that too?" **"Yeah, all monotone and emotionless. You think what happened to you happened to them?" **"Maybe. If this is a telepath than they must be a powerful one. Maybe on the level of Xavier."

"**That's bad right?" **"Imagine the worst kind of person, add control issues, and multiply by cancer." **"Okay I get it."**

Spider-Man perched near another unfinished floor but saw no sign of any civilians or the unknown woman that had been plaguing his dreams.

"**I know this may not be the best time…but you said you had been having…wet dreams with some skank?" **"Would it be bad if I said yes?" he asked.

"**I'd be pretty angry." **"At me or the skank?" **"Who do you think?" ** The redhead asked in irritation.

'I'd rather get a lecture from Fury at this point!' Peter mentally raged. If there was one thing he had learned from spending time with both Gwen and MJ was that Hell hath no fury like a woman's scorn.

"The skank?" Peter asked hopefully.

Before he could hear the teen's response, a powerful buzzing sensation rang through his skull. 'Spider-sense!'

Spider-Man flipped back wards as two nimble figures landed on the ground. One had silver claws jutting from her hands while the other's hands glowed green.

Peter unsheathed his claws and squatted down into his combat stance until he got a better look at his assailants.

"Jess? Cat?" he asked in complete surprise.

"Peter?" Jessica questioned back, her hands losing their electrical charge. Black Cat relaxed as well, retracting her claws and assuming a casual stance as she looked the teen over once again.

"Hey there Spider…" the woman purred out.

Peter tensed at her voice, still unsure of where he stood with this woman, especially with his significant other on the line.

"Long time no see." Cat continued.

"**Peter do you know her?" **MJ asked, her tone taking a slightly dangerous edge. 'Dammit! Dammit! Dammit!' he mentally raged.

"Peter what are you doing here?" Jessica asked.

"Uh…it's kinda a long story. What about you?"

"We're here to find Kaine." Cat said.

"What?! What is he doing here?!" Peter exclaimed, not liking the idea of meeting his twin here of all places.

Jess decided to answer his question. "Fury sent him here to investigate some strange happenings around here. He was supposed to contact us but he fell off the grid."

"How are you sure he didn't just bail and run from SHIELD? I know I would. No offense."

"None taken Spider…but I don't think he'd bail just yet." Cat said with a smile.

"What does that mean? Jess?" Peter questioned turning to his twin who was rubbing her neck.

"Uh…is MJ on the line too?" she questioned. "Yeah. Why?"

"Essentially you're clone has been sleeping with every SHIELD intern we've got. And believe me, he's not stopping anytime soon."

"HE DID WHAT?!" Peter screamed out loud. The shout echoed through the building, reverberating off the steel beams for all to hear.

The trio cringed as the shout echoed on for another few seconds. After it faded the two female agents turned to Spider-Man who's posture was stiff in anticipation of a disaster about to happen.

"Sorry…?" he muttered sheepishly.

**KAKLANG!**

The three teens whirled around to see a small group of construction workers walking towards them with jackhammers, sledgehammers, nail guns and screwdrivers.

"Uh…hey?" Spider-Man muttered with a half-hearted wave. The group of men didn't give any response as they moved forward with blank expressions on their faces.

"Listen boys we're in the middle of a conversation…" Black Cat said as she stood in front of the group. "…so if you can leave us alone, that would be great."

Peter's spider-sense flared to life with an intense buzz. "Cat! Down!" he screamed, before tackling the woman to the ground. Jess leapt into the air as soon as the two hit the ground.

The nails slammed into the unfinished walls with a resounding thud. Jess glared down at the crowd as the one who brandished the nail gun. "Asshole!" she shouted before firing off a blast of venom-shock.

The man toppled over as the green electricity coursed over his body. Spider-man and Cat rolled to their feet. Peter fired off several nets of webbing that entrapped the group.

They struggled to free themselves as Jess dropped to the ground. Spider-Man fired off another web-line that snagged the web-net and sent a current of electricity through it.

The group spasmed in pain before lying still, unmoving.

"What the hell is going on?!" Jess exclaimed as she looked at the unconscious workers. She turned to look at Spider-Man who looked at the workers and then around the area.

"Peter!" Jess exclaimed, grabbing her brother's attention. "What is going on?" Peter looked at the group and then back towards bound construction workers.

"This happened to me." He said pointing at the workers. "Its some sort of telepath. I don't know who it is or what they want but they tried to get me. MJ got my mask on just in time. The psychic panels in it are protecting me but I don't know about you guys."

"We've got psi-shields in our heads." Cat said gesturing to her cranium.

"Double for me. They had to get all that HYDRA brainwashing out of my head." Jess replied.

"I don't know how strong this person is but its possible they caught Kaine." Spider-Man replied.

"He's got the same mental defenses as us." Cat said. "He shouldn't have been caught at all."

"Then I think its safe to say that whoever this telepath I think it would be safe to say that they're on Xavier's level." Peter replied as he leapt towards the ceiling, clinging to the concrete surface.

"Maybe we should've brought Karma along." Cat muttered. "No. No therapists on missions. That's my one rule." Jessica muttered.

"Jess you have multiple one rules. That is the worst one you have come up with to date."

"Uh guys…" Peter muttered.

"Well its better than you stealing stuff in your free time!" Jessica shouted. "I only steal what's insured! When did this become a big deal all of a sudden!"

"Guys…." Peter said again, unsheathing his claws and backing up.

"Well we're supposed to be the good guys!" "We're spies!"

"GUYS!" Peter screamed drawing the duo's attention. The two turned to see a large group of blank faced drones moving towards them with make-\shift weapons in their hands.

"Oh crap…" Spider-Woman muttered. "Split up! Now!" Spider-Man exclaimed as he quickly scaled the wall, crawling up the floor.

Spider-Woman and Black Cat dashed across the building's floor and ducked under the side of a set of concrete blocks, dropping beneath the hole in the floor. They dashed across the room and slid on the ground before passing another set of cinderblocks.

"Well aren't they persistent." Cat muttered as she leaned round the corner of the cement stack. A large group of drones marched towards them, scanning the area for any sign of them. Wordlessly they broke into groups and began turning over tables, pushing down wood and cement stacks, destroying anything that could be hiding the two heroines.

"Yeah…some guys just can't tell when a girl's not interested." Spider-Woman quipped as she readied her web shooters. Cat unsheathed her claws, ready for the upcoming fight.

"Well…let's play!"

**Upper Levels, Same Time**

Spider-Man fired off another stream of webbing at the drones, covering them in thick ropes of adhesive. They all fell to the ground in a struggling clump of bodies, desperately trying to get free.

"And I thought girl scouts were pushy!" Peter muttered as he hopped onto another wall and began to climb. He scurried up the surface of the wall and made his way towards the next level.

"Still gotta find that telepath." "**Make sure to sock 'em across the jaw for me." **MJ stated over the coms. "You got it red." Peter said while smirking.

He leapt off the ceiling and landed on the ground. The room he was in was filled with dozens of loose grey tarps billowing in the wind. Spider-Man stepped forward into the room, claws unsheathed.

He scanned the room once more. The wind picked up, the tarps flapped uncontrollably. Peter turned his head towards the flaps and saw several sheets billowing in the room. Spider-Man walked forward and slashed the tarp apart with his talons and stepped inside.

He had apparently entered a large bedroom like area filled with blankets and pillows. In the center of the makeshift bed was the same black haired woman from Peter's dreams.

"You!" he exclaimed as he pointed taloned-finger at the woman who calmly smiled back. She must have been naked underneath the sheets as Peter could see her black dress hanging on an outstretched nail. She used the white she to keep her upper half covered as she leaned up.

"My my my...so rude of you to just barge into my chambers like this...if you were my king I would've allowed this but-"

"Bitch you tried to screw with my head! Who are and what the fuck are planning with those people you have down there?!" Spider-Man demanded.

The woman merely smiled as she looked around the room.

"A queen needs her subjects after all. And they're so much more cooperative as drones. They don't need to know anything except to simply obey the Queen. Me."

"**This bitch is really pissing me off!" **MJ sneered over the coms.

"Now...originally you were one of my top choices for a mate…" the woman said.

"A what?!" Peter shouted back, blushing under his mask.

"But I've found a much more suitable candidate. Kill him my king."

Spider-Man readied himself for a fight before a jolt of pain surged up his arm.

"Gah!" he cried out as a bony stinger sliced through his shoulder, spilling a stream of crimson blood onto the ground. Spider-Man leapt back landing on the ground just outside of the bedroom, eyes darting for his attacker.

'Spider-sense didn't warn me...why?!' Before he could continue his train of thought a slash across his chest released even more blood than before.

"Urgh!" He grunted leaping back again while firing off a volley of web shots. He landed and fell to a knee placing a hand on his chest he observed his injury. The wound continued to bleed until Peter shot it with some webbing, creating a temporary patch for the gash.

"I can't see this guy I can't hear him and my spider-sense doesn't work! What next!?" Peter screamed before a powerful punch slammed into his jaw. The force of the blow nearly broke his mouth if he hadn't drifted to the side at the initial impact. Still, the force of the blow sent him sailing through the air before crashing into a pile of cement bags.

Spider-Man tumbled off the bags and rose to a knee. He panted in pain as he nursed his jaw. His left arm was feeling numb, his jaw ached, and his chest was still bleeding, all in all, not good. He couldn't see the attacker, but by now he had finally pieced it together.

"I know it's you Kaine...and I know you must hate me...but if you're me...if you are anything like the man Uncle Ben raised...you know this is wrong! Hate me! Curse me! Kill me! But you know those people don't deserve this! Hate the people responsible! Not the ones who are innocent!"

Spider-Man waited for a response but none came.

"He has no need to listen to you." The woman said as she stepped out from behind the tarps now fully dressed in her black dress. "He only heeds the call of his Queen."

"You crazy bitch…" Spider-Man snarled.

"Please...you only sympathize with him because you need to. You're brothers, you and him...but you rejected him, scorned him...he has no allegiance to you."

"You're wrong you psychotic slut!" Peter shouted back before a burning pain emerged from the side of his stomach.

"Gah!" Spider-Man screamed as a stinger removed itself from his side. The bone glistened red with blood as Peter fell to the floor gripping his side. The stinger once again disappeared from sight, leaving Peter with no clue on where his clone was.

"You're wrong…" He gasped out still gripping his wounded side. "I never rejected him...but I never accepted him...I didn't accept Jess when she first walked into my life...I didn't accept my aunt and uncle...that took time...more time than I would've liked…" Spider-Man lifted his head and glared daggers at the black haired beauty standing over him. Peter stared past her, his eyes locking on the bags of cement spread over the floors.

"I've spent most of...no...I've spent my entire life...keeping the ones I love at an arm's length...afraid of losing them like my parents...I lost Ben...I lost Gwen...I lost Harry...and I refuse to lose anymore! I refuse to lose my sister! My aunt! MJ! And I refuse to lose my brother!"

Spider-Man leapt from the ground. The woman raised her arm to attack before she realized he was leaping over her not towards her. He landed near the bags of cement and hoisted them over his head with one arm while his other unleashed his talons.

"No…" The Queen muttered as she realized what he was doing. "Kaine stop him! Kill him now!" She screamed.

Kaine dashed forward, still under the invisibility of his suit. He kept his stingers retracted as to not give himself away. He dashed towards his genetic brother, following the orders of his Queen, and leapt into the air unleashing his stingers.

"Gotcha!" Peter exclaimed as he slashed open the bags of cement, spilling their dry powder into the air.

The dust cloud would've blinded any normal person, but due to their enhanced senses, both arachnid beings were able to see clear as day. The key advantage was the powder covered their suits.

Spider-man rolled out of the cloud, talons unsheathed, body ready for battle. Kaine followed suit dashing forward. it was only too late that the clone realized the genius of Peter's plan. He was no longer invisible. Dry cement covered the suit, rendering his body shape visible to the trained fighter before him.

Spider-Man smirked under his mask and he could almost feel his girlfriend's smile beaming at him through the suit's camera. He had evened the fight.

"Round two bro!" He screamed. His backpack exploded as four red metallic arms lunged forward slashing Kaine across the shoulder, chest arm, and leg. Blood flew through the air as the clone struggled to parry the blows of his brother.

For every jab Kaine made, Peter returned it with twice as much power, using both his talons and mech arms to slash and tear away his opponent's suit, rendering Kaine even more visible than before.

A quick leg sweep knocked Kaine off the ground, only his razor sharp reflexes save him as he braced himself in a plank position. He had zero time to recover as powerful venom-shock fueled gut kicked sent him flying into the air.

The teen crashed into a pile of cinderblocks, reducing them to rubble. Kaine quickly recovered and fired off several globs of webbing that Peter expertly dodged, returning fire with his impact webbing.

The two teens slashed, kicked and battered each other. Each blow was expertly countered, drawing blood and sending pain coursing through their bodies.

The two finally separated landing several feet away from each other, each one panting. Even with their super-human stamina and strength, the battle between them was the most intense either had ever experienced. It was like fighting an exact copy. Neither gave ground and both refused to back down.

"Kaine...I know you're in there...she fucking with your mind...she fucked with mine too...quite literally…" Peter said through ragged breaths. He wasn't even sure if his clone could hear him or even comprehend what was being said. But he had to try. Peter had let too many people slip through his grasp and he refused for that to happen tonight. Tonight he would finally have a win.

"I'm gonna help you Kaine...even if I have to break every bone in your body! I swear on Ben's grave! I'm going to bring you back!"

The entire building shook as a blast of green lightning burst through the floor followed shortly by two nimble figures. Both landed on the ground, costumes slightly disheveled but still more than functional.

The Black Cat and Spider-Woman glared at the Queen who regarded them with utter contempt. "More annoying pests. How many insects must I crush before you realize you can't best your Queen?!"

"Lady you need to shut the hell up!" Jess screamed back before firing off a burst of bio-electricity. Her venom blast hit the Queen square on sending her flying back where she crashed into a steel beam.

The Queen slumped to the ground while Jes grinned like a maniac. "One problem down." The girl said turning her attention back to her brothers' battle, preparing to unleash another venom-blast to finish the mission.

Just as she took aim, she felt herself being pushed to the ground. A massive steel beam sailed over her head, crashing into the following supports, breaking them like toothpicks. Jess turned her head to see it was Felicia who had saved her, and that it was the Queen who had attacked her.

The woman stood up, a look of sheer fury on her face. "How dare you…" She growled.

Black cat rose from the ground, unsheathing her claws while a sadistic smile spread across her fate. "Bitch...it just got real!"

The leather clad thief leapt into the air, performing an inhuman spin kick that collided with the Queen's arm. The blow would've shattered a normal human's arm, but the Queen was anything but human. She returned the attack by striking at Cat with a fierce Jab. Years of training was the only thing that saved her as she dodged the blow and retaliated with a claw swipe that was expertly dodged.

The Queen lunged forward striking cat with a blow that sent her tumbling back. The platinum haired spy quickly recovered, slamming her claws into the ground, slowing her momentum.

Spider-Woman stood next to her 'sister' and charged up her hand with green electricity. The Queen glared at the two with venom in her eyes. With a mental command, she ordered every one of her drones to the floor, calling her horde of would-be soldiers to her aid.

"You think you can beat me?" She asked. "I have decades worth of experience in war, combat and killing."

"Yeah?" Jess taunted.

"So do we!" Felicia added.

"Hehehe…" The Queen Chuckled. "You misunderstand me. I'm not quite as young as I look. I was older than you when I fought my first war, and served with the world's first super-soldier."

"What?' Jess asked in confusion.

"Allow me to tell you...**SCREEEEEEEEE**!"

An enormous wave of sound slammed the two teens, sending them flying back.

The sonic shriek reverberated over the entire structure of the building, shattering every window for blocks. Peter swore, if it were not for his ear-buffers he would've probably busted an ear drum. Kaine's suit bent the sound waves around him, to the clone it felt like a simple gust of wind.

The shriek finally died down, revealing the beaten forms of both the Black cat and Spider-Woman. Their costume were torn revealing their battered and bloody bodies.

"**Oh my god…" **Peter heard MJ mutter over the com-link.

"Jess!" Peter screamed dashing towards his twin.

"Kaine! Kill him!" the Queen commanded. Instantly the vindictive clone dashed forward, stingers ready, before his spider-sense blared.

Kaine Turned in time to be slammed by a red and blue blur. The clone hit the ground hard before recovering with a roll.

The blue and red disk rebounded off of several beams before landing into the red gloved hand of Captain America.

The Queen, for once, looked on in shock as she saw the first super-soldier alive again.

"Steve…" she whispered.

Standing beside the American Avenger was a blonde-haired man in a red and black combat suit, a black long bow in his hand, quiver on his back filled with arrows, and red sunglasses covering his eyes.

To the Captain's left was a gorgeous red-haired woman in a form fitting leather combat suit. Two nine-millimeter handguns were strapped into the holsters under her arms while two automatic pistols remained strapped to her thighs. In her hand was a four barreled grenade launcher currently aimed at the Queen.

Black Widow and Hawkeye remained calm and composed even as the faces of the swarm of mind controlled pawns flooded to the building's floor.

"Reminds me of Budapest." Widow Muttered.

"You and I remember Budapest very differently." Hawkeye replied as he loaded a set of arrows onto his bow.

Captain America stepped forward glaring at the woman on the other side of the room. "Ma'am, release the hostages. Now." he ordered.

"Wow…" the Queen muttered. "Even after fifty years you don't stop giving orders do you Steve? I have to admit though...that was always the part I liked about you the most."

Hawkeye and Widow glanced at each other before looking back at their leader. "Cap?" Clint asked keeping his bow trained on the Queen.

"Steve…do you know her?" Widow asked keeping the grenade- launcher trained on the mystery woman.

"I don't…" Cap started before he took a closer look at the woman. "Anna…?" He questioned as his eye widened in shock. "You're...you're…"

"Alive and beautiful. I'm glad to see you're alive as well Steve. I'm happy to know my first soldier came back to me." She purred.

"How…?"

"Kaine." The Queen said. Immediately the spider-themed spy leapt towards his liege landing right next to her. The Queen slinked behind him and ordered him to release the seam of his mask. Kaine did as ordered and Anna lifted up the bottom of her mask.

"Kaine! What are you doing?!" Hawkeye shouted out.

Anna leaned in closer to her king, her lips were inches away from his ear. "Kill for your Queen…" She purred before smashing her lips against his.

The teen returned the kiss with just as much fever until the Queen broke off, trailing her fingers under Kaine's chin. As soon as her fingers left his touch, Kaine convulsed in pain.

"GRAAAHHH!" He screamed as he doubled over. The Queen backed a few feet away as she saw her lover's form bulge, muscles contorting and growing.

"KAINE!" Peter cried out as he saw his clone began to change.

"Kid!" Hawkeye called out in distress as he saw his ward begin to mutate.

"I know it hurts my love…" The Queen said with sympathy. "...but you can endure it...my Spider-King…"

Four grotesque bone-like legs burst forth from Kaine's Spine curving out to envelope their owner. Kaine's skin began to grow brown hair at an insane rate. His body began to groom his bones cracking and reforming with each passing second. Even his jaw broke, snapping in two to form two separate mandibles that snapped like pincers. Four yellow, glowing eyes glared at the group of heroes as the monster that was once Kaine stood up on both legs.

"Now kill them all…" The Queen said with an ecstatic smile on her face. "Kill them all TARANTULA!" 

**And part one is done! Cliffhanger! Ain't I a shitty bastard? But I'm back people and I hope you liked this chapter and its upcoming second part. Check out my X-Men Story as well I would love to get some feedback on that. **


	49. Chapter 49: All Hail the Queen Part 2

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 49 **

**All Hail the Queen Part 2**

**NORWAY, 1944**

Gunfire lit up the sky as soldiers sprinted across the battlefield. Mortar shells exploded on the valley floor, sending plumes of dirt and smoke sky-high. The US forces were pinned beneath a barrage of gunfire. The makeshift barricade, made from the low-lying hills were pelted with kinetic energy as the bullets smashed apart the dirt mound.

"We're getting' slaughtered out here Barnes!" a soldier screamed.

"Shut up Kowalski! Reinforcements are on the way!" James 'Bucky' Barnes shouted out over the roar of gunfire. He cocked his own rifle and placed a miniature mirror over the side of the hill.

"Bucky! What does it look like?" Dum Dum Dugan asked.

Bucky looked at the mirror only to see it shattered by a sniper round. "Like shit." He replied throwing the remains of the tool away.

"Well aren't we doing just swell." James Montgomery Falsworth muttered, his red beret resting on his head.

"Can it Falsworth! We just need five more minutes! Listen up boys, on my mark, fire!"

The small squad of soldiers hoisted their rifles and unleashed hell as they fired off round after round into the battalion of jeeps, tanks and soldiers that littered the battlefield. Grenades were thrown while bullets soared, spilling both blood and dismembered body parts all over.

"This is a real shit show!" a female voice shouted out.

Bucky turned to look at a female soldier (the only one in the squad). Adriana Soria, a very attractive woman, but in Bucky's eyes, she was a soldier. The first female marine in combat who had proved herself time and time again. Unfortunately, to all the other soldiers she was just a woman.

"Shouldn't have joined the army sweetheart!" one man shouted out.

"Screw you Smith!" Soria shouted back.

"Smith! Shut your trap and keep shooting!" Dugan shouted out.

"Well you know what they say about women in the army!" another man said. Ana scowled at the man before she popped off a few rounds, sending several Nazi's diving for cover.

Bucky sent a small glare at some of the men before plucking a grenade off his belt. He pulled the pin and chucked it at the battalion of soldiers, cracking a smile as he saw the resulting explosion. He looked out over the battlefield and saw a single figure tearing through the Axis forces. Hurling men across the battlefield while dodging storms of bullets.

"There's our reinforcements!" He called out.

"About damn time." Dugan said with a smile.

"Who?!" one soldier screamed as he ducked behind the hill.

"Captain America." Bucky said with a grin.

A lone figure rushed their position, avoiding the hail of gunfire from the Axis forces and leapt over the hill. He landed in the middle of the group, shield ready.

"What the Hell are you waiting for soldiers?! Fucking Christmas?!" He shouted out.

"We need to take this base, or Hydra get's it all! Who's with me?!"

"HOO-HAA!" the soldiers screamed.

"CAP!" Bucky shouted aiming his rifle at the flickering form of a stealth-suited Hydra agent.

**BA-BA-BA-BLAM!**

A stream of bullets demolished the assailant within seconds. A high-tech military cloaking technology worth millions (Billions in present times)

was torn to bits as flesh turned to minced meat.

The marines turned to see Ana, rifle barrel smoking, standing a few feet away. "Sorry sir. Couldn't wait." She said.

Cap gave her a reassuring smile before looking back at the soldiers. "We're all good to go aren't we? Then move out!"

Not wasting another second, Captain America leapt into the battle, bullets bouncing off his shield while the remaining soldiers charged in after him. Bucky hung back a moment near the soldier known as Smith.

"What was that about women in the army?" He mocked before charging in after the super-soldier. The man known as Smith looked away embarrassed before heading in after his platoon.

* * *

**PEARL HARBOR, 1944**

"I'll have the wine you suggested earlier." Ana said as she looked up at the waiter.

"Very good ma'am. What about you sir?" the waiter asked as he looked down at Steve Rogers, aka Captain America.

"I'll just have some water, thank you."

"With ice, sir?"

"No, no ice, thank you."

The waiter nodded his head before walking away with the menus.

"Enjoying yourself so far, Ana?" Steve asked as he looked across at his date.

"Uh…yes sir! I mean…yes, Steve." She said with a small smile. "I was just surprised that you asked me out…It was just…sudden."

"I'm sorry if it came out of nowhere Ana, I didn't mean for it to shock you."

"It's okay really. I just…I have one concern…"

"And that is?"

"On the battlefield. When we're in the thick. Don't treat me differently. Please. Don't treat me like I'm some sorta frail doll with no backbone. And…if we go further than this, please don't sacrifice anyone else's safety for mine. I want to be like every other soldier under you sir. Not something special."

Steve smiled at the woman's resolve and selflessness. "Ana, the thought never crossed my mind."

* * *

**BIKINI ATOLL, 1945 **

Ana walked through the facility in a pair of army fatigues, flanked by Bucky Barnes and Steve Rogers.

"Ana, you know you can still back out of this." Steve said as they proceeded further inside the beachfront base.

"Steve you heard what the doctors said. I have this 'mutant gene' thing. If they need more super-soldiers then we can end this war sooner. I can do this, just like all those guys." She gestured towards a group of soldiers standing near the edge of the room.

"You heard what Dugan said, I've got more balls than most of those assholes." Ana said with a grin.

"Probably." Bucky said with a smile. Ana gave him a smirk in return before looking back at her former boyfriend.

"I'll be fine. I'm a tough one, remember?" Steve smiled back down at her and nodded.

"Hey Steve…" Bucky said nudging him in the arm. The blonde-haired soldier looked at his childhood friend. He was pointing at the general standing near the edge of the room. "I think you got a mission."

"Alright. Be back in a few." Steve aid before breaking off to talk to his superior.

"Good luck little lady." Bucky said while giving the woman a hug.

"Thanks Buck." She said. "Listen, take care of the big guy for me will ya?"

"I have so far, right?"

"Yeah…just keep safe. The Howling Commandos need you."

"Thanks for the pep talk…but you know we got the Invaders too. The Torches and Namor."

"Yeah…Hammond's a great guy but Namor is an ass."

Bucky smiled. "Go get juiced up. Kick some ass."

* * *

**BIKINI ATOLL, 2 MONTHS LATER**

"We need to leave! Now!" One scientist screamed as he gathered up all the data they had collected.

"Did you get all the data?!" another exclaimed.

"Yes! The death certificates need to be incinerated, give them nothing!"

"Go to the burner room! Now! Burn every file we have! They can't connect the patient's deaths to us! Our work is too important. Get rid of Soria!"

"What?! She's the only subject who survived the radiation bombardment!"

"She's all the evidence they need to get us locked up! She's of no use to us now! Especially since Captain America is dead, no one will care."

**KABOOM!**

The wall exploded, releasing a thick cloud of debris and dust that blanketed the room. The scientist coughed, clearing their throats of the dirt and smoke.

"Hands up! Now!" Bucky Barnes exclaimed as he aimed his rifle at the scientists.

"Y-you don't have the authority to do th—" the man was silenced by a rifle butt to the face.

"Oof!" the man muttered as he hit the ground.

"Shut up!" Bucky ordered. Dugan, Gabriel and Falsworth walked into the room, weapons raised.

"Where are the men you had here?" Dugan asked aiming his shotgun at the head scientist.

"They were released! Once they gained their powers we let them go!"

"That's a lie!" Gabriel exclaimed holding up several files, the death certificates. "All of them died!"

Falsworth took the files and cycled through them. "Not all of them…Ana! She's still alive!"

"And I bet she's here, ain't she?" Dugan said pushing the barrel of the gun against the man's head.

"Yes!" he screamed, sweating profusely. "She's in the cell nearest to the beach!"

"Gabriel, on me!" Bucky shouted, barreling down the hall with his African-American friend trailing behind.

They stormed through the halls, shooting any guard dumb enough to try and stop them.

"Her cell's close!" Bucky shouted.

**BRKOOM!**

The ground shook, causing the base to tremble and the two soldiers to stumble, nearly losing their footing.

"What was that?!" Gabriel screamed.

"That was close…Ana!"

The two continued their mad dash towards the cell, pushing through a pair of thick doors to see a nearly demolished room filled with fire and broken stones.

"What did this?" Gabriel muttered.

"This looks like Namor and the Human Torch had a fight after a celebration party…" Bucky muttered.

"I'm just gonna have to take you're word on that." Gabriel said as he walked towards the demolished wall. Rain poured in as thunder roared. Water pooled at the edge of the room where the broken wall lead to the outside.

"This used to be a cell!" Gabriel muttered as he came to a terrible realization. "Did something take Ana?"

"Worse…" Bucky muttered as he looked at a torn straight jacket lying under a piece of rubble. "I think she did this."

"How?"

"Those tests…she was always tough…but to do this…'

"Those mad doctors are gonna pay for this!" Gabriel growled.

"Oh they will man…I promise you that."

"What do we tell the top brass?"

"The truth. We invaded the compound, discovered most of the patients had died weeks ago, and the sole survivor Adriana Soria…is MIA."

* * *

**NEW YORK, PRESENT**

"RAAAARRRGHHHHH!" Tarantula screamed as he rose from the ground, his newly grown stinger-legs arched around him like swords. The monster's jaw snapped as his mandibles moved together. His brown-furred hide was thick and dark while his glowing yellow eyes portrayed nothing but anger and confusion.

"Ana…" Captain America muttered as he saw his former comrade mutate Kaine in a monstrous abomination.

"You just crossed the line bitch!" Hawkeye roared as he fired off an explosive arrow.

The Queen simply smirked before raising her palm. The projectile stopped mere inches from the woman's face as a telekinetic wall blocked the arrow. The bomb exploded, sending smoke billowing through the air.

"Is she dead?" Rominoff asked out loud.

"Not quite." Ana said as the smoke cleared to reveal that she was completely unharmed, with Tarantula standing protectively beside her.

"Why would you say that?" Spider-Man muttered at Black Widow.

"He's got a point Nat…" Hawkeye muttered as he loaded another arrow onto his bow.

"GRAAARGHHH!" The Tarantula roared as he charged forward.

"KAINE!" Hawkeye warned.

"I got this!" Spider-Man exclaimed as he leapt at his mutated clone.

The larger mutate slammed Spider-Man with a powerful punch, sending him hurtling through the air. He crash-landed into a stack of crates, demolishing them.

"Ugh…" he groaned before looking up to see Tarantula clinging to the ceiling above.

"Graaahhh…" Kaine snarled, saliva dripping from his mandibles, claws ready to strike. Peter rose from the ground before unsheathing his talons, his mechanical arms followed shortly after.

"**Peter…" **MJ warned in concern as she watched helplessly through the suit's camera.

Captain America dodged a broken beam before elbowing a man in the head, rendering the drone unconscious. The Queen showed no visible signs of distress or panic as she saw her horde's numbers drop.

"_All of you…protect your Queen…"_

* * *

**QUEENS, STREET LEVEL**

"Did you like the movie?' Flash asked as he walked alongside Mattie. The black-haired girl smiled up at him.

"It was awesome! I love that director's movies!"

"Y'know he's been throwing the idea around of making a Spider-Man movie."

"If you are lying I will hurt you." Mattie said with wide eyes.

"No joke! They thinking of having it played by—"

"WHO?" Mattie asked with even more interest. "Who are they getti—" the words died in her throat as a dull feeling of bliss washed over her.

"Mattie?" Flash asked as he looked down at his girlfriend only to see a vacant look in her eye.

The girl turned her head towards the direction of the skyscraper. The blank look in her eye remained as she began to walk towards it.

"Whoa, Mattie!" Flash said stepping in front of her. "What's wrong?" Mattie moved past him again but Flash tried to stop her. Mattie grabbed the blonde by the arm before hurling him aside.

While Flash was airborne, his symbiote reacted to the danger, immediately enveloping him in a thick coat of black goo. The teen smashed into a parked car, tearing through its roof before slamming into the pavement again.

"Oof!" he muttered. The pain was intense but his suit quickly healed him from the minor injuries. Flash looked up from the ground to see his date release her four spider-like legs from her back. The girl leapt onto the wall and quickly scaled them.

"This is not good!" Flash muttered before he leapt off the ground, extending his left arm, he fired off a long tendril of black sludge that stuck to the building. He pulled himself closer before firing off another tendril. He repeated the process as he began to imitate his favorite hero's way of travel.

"Why do I always date the girls with powers?" he privately mused.

* * *

**SKYSCRAPER**

SKREEEEEEE!

"DODGE!" Cap screamed as he and his team leapt to the side. Spider-Man followed their example and leapt onto one of the above beams to avoid the concussive wave of sound that ripped across the metal structure, tearing down beam after beam of metal.

Spider-Man fired off a web-line and launched himself higher into the skyscraper, avoiding the blast of sonic energy. One glance behind him showed him a destroyed field of metal shrapnel.

Peter adhere himself to the surface of the metal beams before he heard a light thump from behind him. He spun around to see the monstrous form of Tarantula snapping his jaws behind him.

"Kaine…come on it's me, Peter! You know me!"

The monster lunged forward using its newly acquired spider legs to try and tear the hero apart. Spider-Man leapt back, doing his best to dodge the incoming stingers while the monster's massive arms swung at him like meat cleavers.

Peter felt the claws slice through the Kevlar lining of his suit, ripping apart the flesh of his side, spilling a torrent of crimson fluid. "GAH!" Peter screamed as he tumbled off the beam. He dropped to the next beam before firing off a small volley of webbing at his monstrous clone.

Tarantula leapt out of the path of the attack and clung to the side of a beam, snarling down at his brother. "HISSSS!"

"Come on dude! This costume's not cheap!" Peter whined before dodging another attack. He rolled to his feet before unleashing his mechanical arms. The red machines locked themselves together to defend their owner from the monster's attack.

"Guh! I know you don't like me! But this is ridiculous!"

"Spider-Man!" Cap shouted before hurling his shield at the mutated clone. The circular weapon slammed into the monster's jaw, knocking it off the beam where it slammed onto the ground.

The Tarantula snarled in pain as it glared at its attacker. "GRAAH!" he hissed out.

"Kaine! Shut up!" Hawkeye shouted before firing off a volley of arrows. The brute leapt out of the path of the arrows where they imbedded themselves in the ground before exploding.

Tarantula leapt back up onto the incomplete ceiling before firing off a net of green webbing.

Spider-Man felt his spider-sense flare up. "Cap move!"

The soldier leapt to the side as the webbing struck the ground, releasing a steam-like hiss before a sickly green vapor began to emanate from the point of impact.

"Acid webbing?!" Spider-Man exclaimed before dodging a volley of it himself.

"Not good!"

"Steve hit from the back!" Widow called out as she fired off a round from her grenade launcher. The projectiles sailed towards the monster, only for Kaine to dodge and fire a web-line at the grenade, pulling it back and towards the heroes.

Spider-Man flew into action, kicking the weapon in midair, sending it flying outside the building where it exploded in a flash of light and heat.

The black and red vigilante leapt forward, tackling his clone where they tumbled on the ground, each one trying to slash at the other. Kaine's jaw's snapped forward, mere inches from Peter's face, acidic drools forming near the tips of his mandible.

"Gruh!" Peter snarled as he gripped his brother's hands, pushing them back. The Queen's mutagen had at least doubled the mutate's strength, it was taking everything Peter had to prevent his clone from tearing his face off.

"**Peter! Use your electric powers!" **MJ screamed over the comms.

"Oh yeah…I can do that." Peter muttered before accessing his mutant power. Jolts of electricity coursed up Tarantula's spine as pain surged through his body.

"GREEEE!" it wailed as Spider-Man kept him locked in place. The Tarantula thrashed about as it tried desperately to free itself from its torture. Spider-Man took the opportunity to pull the creature forward and deliver a vicious head-butt.

Tarantula reeled back in pain as Spider-Man released his grip.

"Ugh…Head-butt…bad idea." He muttered as he gripped his forehead.

"**What made you think it was a good idea?" **MJ wailed.

"Lack of options." He muttered before his spider-sense activated.

"**Peter dodge!" **

Spider-Man headed his girlfriend's warning and rolled to the side to avoid a shot of acidic-webbing. The floor hissed as the chemicals ate through the concrete floor.

"Kaine!" Hawkeye shouted before launching off a volley of arrows. Kaine dodge the attack before an arrow found itself lodged in his shoulder.

"GREH!" it screeched before ripping the weapon out. Blood oozed from the wound before it sealed itself closed.

"Great. Even the healing factor got a boost from that kiss." Peter muttered.

"Why do you sound like you're jealous? You'll get laid sooner or later, kid." Hawkeye muttered as he loaded another arrow onto his bow.

"For your information, not jealous that he basically got raped, and I've already slept with my girlfriend!"

"**Peter!" **MJ screamed over the line. By the sound of her voice, he could tell she was blushing.

"Did I really say that out loud?" He muttered.

"Yeah you pretty much screamed it." Hawkeye said.

"SKREEEEEEE!"

The waves of sound reverberated throughout the tower, reducing a wall of solid steel and concrete into a pile of debris. Spider-Man and Hawkeye watched as Widow fired off her machine pistols. The bullets were easily avoided by the Queen, who effortlessly sprinted across the room and towards the super-spy.

She lashed out with a punch that Widow dodged only to be blasted by a cannon of sonic energy.

SKREEEEEEEE!

Widow's scream was drowned out by the chorus of noise that emanated from the Queen's mouth. The red-haired spy gripped her ears as blood oozed from them.

The attack ceased as the Queen walked closer.

"Nat!" Hawkeye exclaimed as he fired off an arrow. Before the projectile could get close, Tarantula grabbed it from midair and snapped it in two.

"Ah…crap-baskets." Spider-Man muttered.

Widow glared up at the black-haired beauty who smiled down at her with the slightest hint of sadism. "The Black Widow…I heard about you over the years. Russian super-spy. Did you get tired of killing for the Reds?" Ana mocked.

"I decided to do something good for a change." Widow snarled with a hint of a Russian accent.

"Too bad for you, you won't get to make that happen." Ana said as she prepared another sonic attack. She tilted her head back just as a red and white disc sailed past her, rebounding off the wall and nearly taking her head off had she not rolled to the side.

The shield bounced back to its owner who stood protectively over Widow. "Ah…I see." Ana said with a smile. "And here you said your skill with women was lacking."

"Steve?" Widow asked as she looked up at her current lover.

"We dated for a year. Ana what happened to you? The last we saw you was in Bikini Atoll. You volunteered for the experiments…"

"And they worked. As you can so clearly see." The Queen lifted a single steel beam with little to no effort at all before tossing it at the two Ultimates. The duo leapt to the side as the beam crashed into the floor, breaking its foundation, releasing a cloud of dust and concrete debris.

"Apparently…" Widow muttered as she reloaded her weapons.

"Ana…you were MIA. What happened?"

"They irradiated us, Steve. Bombarded us with enough radiation to kill us twenty times over. The others died in seconds. But for me…I died…slowly, painfully…over the course of a few months I felt my body decay and rebuild itself, time after time, every second of every day for two months! I alone survived those tests while the Government buried the truth behind a lie!"

"Ana, I read the files! Bucky, The commandos, they tried to save you!"

"It was far too late for that. Ana Soria died over fifty years ago!" She screamed before a lithe figure leapt over her head and dashed towards the two Ultimates.

Cap raised his shield, deflecting the strike from the four bone-like spider legs that were connected to the back of Mattie Franklin.

Peter dodged another attack from his mutated clone before a powerful kick sent him flying through the air. He crashed into a pile of metal barrels, burying him beneath a pile of metal.

"Come on Kaine fight this!" Hawkeye pleaded as he dodged a claw strike before firing off an arrow. Tarantula snarled as the weapon pierced his sternum but did little else than irritate him.

"Graaah!" the monster snarled as it leapt forward, smashing into the ground where Hawkeye once stood. The archer rolled away before firing off another arrow, this time hitting the creature's eye.

"RAAH!" the beast screamed before ripping the arrow from his eyeball.

"She just had to make you tougher didn't she." Clint muttered as he readied his bow.

Kaine lunged forward before an arc of green lightning slammed into his body. The creature roared in pain as the blast seared his flesh. Kaine snarled in pain as he fell to a knee.

Hawkeye glanced over his shoulder to see a limping Spider-Woman being supported by Black Cat. The brown-haired girl looked pissed as her hands sparked with energy.

"Oh I've been waiting for this moment…" Jessica muttered.

"HURAAAHHH!" Tarantula snarled as he stood up. His spear like spider-limbs writhed in anger as he set his sights on the female SHIELD agents.

"KILLL!" he hissed before lunging forward.

"Guh!" Peter gasped as oxygen flooded his lungs. He pushed the barrels off of himself with a grunt of effort. His legs buckled as his body shrugged off the pain from Tarantula's blow.

"That…hurt." He muttered before the sound of bone grinding on a Vibranium-Adamantium compound caught his attention. Spider-Man turned his head, and what he saw made his eyes widen. Mattie Franklin was in an all out brawl against Captain America and Black Widow.

The teenager was slashing at the two Super-humans with her spider-legs, ripping apart the steel beams like paper while she tried to punch and kick them.

The two experienced heroes dodged the attacks, Cap blocked with his shield, while Widow fired with her guns. Mattie flipped backwards, avoiding the bullets before the red and while shield slammed her in the diaphragm. The girl tumbled on the ground before slowly standing up.

Widow raised her gun and aimed it at the girl's head. "Sladkiye sny nemnogo odin. (Sweet dreams little one)"

**THWIP!**

Widow's gun was instantly clogged by a silverish strand of goo. The redhead glared at Spider-Man who leapt towards them.

"Steve, I think you're Ex got inside his head just like Kaine's!" She called out as she raised her left pistol.

Spider-Man rolled under the accurate gunfire that grazed the edges of his suit. The searing hot metal tore at the costume's Kevlar lining, leaving faint scars over the red coloring.

"Easy lady!" Peter exclaimed as he back flipped out of the path of the bullets, moving towards Mattie. The girl saw the incoming hero and slashed at him with her spider-legs. The bony protrusions lunged at him, keen on ripping him in half.

"Mattie it's me! Whoa!" He dodged another attack, leaning to the left as the claw sailed passed him. "It's Spider-Man!"

"She can't hear you." Ana said as she casually leaned against the side of a wall. "It so easy to give in, why don't you join her in service to your Queen." She smiled seductively. "It's really quite pleasurable.

"**If I was there I'd be clawing her eyes out!" **MJ snarled.

"You're controlling her?!" Peter hollered out as he grabbed thespider-arms and pulled Mattie around like a twister. He let go of the arms, sending the girl flying into a wall. Or she would have, if not for a sticky black web catching her.

Spider-Man looked up to see the imposing form of a large black-clad figure. The man's body was completely covered in a black spandex like substance with several miniature tendrils squirming off his body like worms. Two large white markings dotted the spot where his eyes were.

Spider-Man went on alert immediately as the creature looked down at him. "Spider-Man?!" The figure said in surprise.

The goo around the figure's face retracted to reveal the surprised face of Flash Thompson.

"Flash?!" Spider-Man exclaimed.

"What is with the kids these days?!" Hawkeye shouted out. He dodged another attack from Kaine before Black Cat slashed him across the face. "Does everyone have spider powers now?!"

"GRAH!" the mutate roared in rage as it swiped at the feline-styled thief. The platinum haired woman flipped over the attack before slashing at him again. The blow connected, ripping the flesh from her targets face, spilling blood.

Tarantula snarled in pain before lashing out again, this time hitting her in the stomach. The thief crashed into the side of a steal beam, denting it. Tarantula roared in fury as it charged towards his downed prey. Black Cat flipped out of the way while the creature chased after her.

"Okay…how about we tip your luck." She purred as her eyes glowed yellow.

Tarantula snarled, lunging forward with his claws outstretched. As he approached the floor above began to tremble. Tarantula heard the noise and looked up. His spider-sense was on fire. The floor above broke, its support weakened by the damage done to its underlying steel beams.

Kaine snarled as he made a useless dash towards the attractive agent.

"Sorry handsome." She said playfully as the stone floor buried the mutated monster beneath a pile of debris.

"Why didn't you do that sooner?!" Clint shouted. A small rock fell from the ceiling and hit the archer on the head. "OW!"

"That's why." Black cat said smugly. "My powers affect everyone when activated. I get good luck, everyone else gets bad luck."

"Now you know why she's a solo act." Jess muttered as she dropped down from the ceiling.

"Oh you're just mad because you lost all that money from Vegas." Felicia muttered as she fixed her slightly disheveled hair. "I told you it wasn't wise to bet on red. Should've bet on black."

"And you couldn't just not wait to steal a highly secured emerald from the casino vault because?"

"I liked the thrill." She said with a coy smile.

"I lost 2.8 million dollars!"

"All of which you won by cheating at poker." Felicia said, still unfazed by her best friend's anger.

**BANG! BANG! BANG!**

The trio turned to see Black Widow unloading round after round at the Queen who casually strode towards her and Captain America. The bullets imply bounced off the invisible force field the Queen had erected over herself.

"They could use some help, huh?" Spider-Woman stated while her hands glowed green. Before they could make a move the sound of moving rubble attracted their attention. The three spun around to see Tarantula crawling out of the wreckage of what use to be the above floor.

"KILLLLL!" It shrieked.

"Shit!" Clint muttered before he felt someone bump into his back. He turned his head to see both Black Cat and Spider-Woman looking at an incoming horde of drones.

"She must've called for more help!"

"No shit Felicia!" Jessica exclaimed.

Spider-Man looked up in shock as he saw his friend covered in the Venom symbiote. "How…?" he muttered in shock. As he stood dumbstruck, Mattie began to make progress.

"How what man?" Flash asked in confusion.

"That suit…" he muttered.

"Oh this?" Flash asked as he gestured to the white spider emblem on his black suit. "Sorry I stole your look man! But my powers can make this suit thing…I really don't know how it works myself but I—"

"RAH!" Mattie grunted as she ripped through the black webbing. The black-haired girl fell to the ground where her legs braced her. Hoisting her into the air she glared at the two men.

"Mattie it's me! Flash! What's going on?!"

"Rah!" Mattie screamed leaping forward. She tackled her boyfriend to the ground. She lifted her arm to punch the teen but was blocked by the boy's hands.

"Mattie!" Flash pleaded. The girl gave nor response other than lifting her left hand for a punch.

**THWIP!**

A thin strand of webbing snagged her wrist before pulling her off the teen and hurling her towards the crowd of incoming drones. She slammed into the group, knocking them down like bowling pins.

"Hey!" Flash shouted out, firing off a tendril that snagged Spider-Man. "What are you doing?!"

"She's under mind control! The same kind that's controlling those people!" Flash followed the hero's finger to see Mattie and the slowly increasing group of drones approaching Hawkeye, Spider-Woman, and Black Cat.

"Well who's doing it?!"

"The bitch in the black dress." Spider-man said while pointing at the Queen who was currently winning in her fight against Cap and Widow. "Well now I know who to hit!"

Flash lunged forward but was struck by a thick glob of green webbing. "AGH!" he screamed as the acid ate away at the symbiote that seemed to twist and contort in pain.

"Flash!" Spider-Man turned to see the monstrous form of the Tarantula stomping towards him.

Spider-Woman fired off a burst of electricity that flew towards the Tarantula, striking him in the back. The electrical charge coursed over his body stalling him.

"We're not done here!" She said as she dashed towards him only to be tackled by Mattie. The two women grappled with each other before the latter was blasted off by a discharge of venom-blasts.

"Jess don't hurt her!" Peter called out as he prepared to fight the Tarantula.

"Tel her that!" Jessica retorted as she fired off another blast. Mattie leapt out of the way before coming back down with all four legs. The spiked tips pierced the ground where Spider-Woman once stood.

The brunette landed from her backflip and glared at the teen. "Girlfriend I am going to beat you hard."

"Mattie!" Flash called out. He tried to move towards her only for his path to be blocked by Tarantula. The monster snarled in rage while it's back arms arched in a guard like fashion.

"I don't think he gonna move if we ask nicely." Spider-Man muttered, claws ready.

"What is he?"

"Would you believe me if I told you he was my clone who was seduced and mutated by the same lady that's controlling Mattie and the dozens of civilians around us?"

"…What?"

"Yeah didn't think so…Move!" Spider-Man grabbed the teen and pulled him out of the path of acidic webbing. The adhesive weapon melted right through the concrete floor before the Tarantula leapt towards them.

"Asshole!" Flash shot out his left arm from which a massive torrent of tendrils rocketed outward. The attack was nimbly dodged when Tarantula launched his own webs to move in midair. The symbiote fully engulfed it wearer, turning him into a semi-Spider-Man like figure but with more build.

"What's the play Spidey?"

"Hit him fast and hard! Take him down and make your way to Queen!"

"Alright! Break!" Flash shouted before his arm mutated into a giant black claw. He slashed at Tarantula who dodged the attack and pierced his back with his four arms.

"ARGH!" Flash was lifted off the ground while tarantula opened his jaw. A black clad foot smashed into his face. The beast roared in pain as Peter hammered in with a fury of punches. He grabbed the monster by its mane like hair and brought it in close for a powerful knee to the stomach.

"RAFG!" Kaine snarled as he grabbed the hero in a bear hug before starting to squeeze. "Urg…" Spider-Man moaned as he felt his bones ache under the super-powered pressure.

Tarantula snarled as he increased the power behind the hug. "RAAH!" Peter screamed as he felt his spine giving in.

SCHLUK!

"GRAAHHHAGHG!" Kaine screamed as a massive black spike ripped through his stomach. Flash stood behind the mutated brute. "Let 'im go gruesome!"

Tarantula released the injured hero and grabbed the back of Flash's shoulder. "GRAH!" Flash was lifted into the air by the monster's immense strength. "HURAH!" Flash was sent flying into a wall, destroying it as he hit it.

Tarantula stomped towards the symbiotic teen who struggled to stand. The suit writhed over his body, trying desperately to repair the damaged tissue of his body's injuries.

"T-that…all you got…ugly?" he muttered through ragged breaths.

"Huragh…" Kaine snarled as he raised his clawed hands. A thick glob of webbing slammed into the creature's head. Kaine clawed at the impact webbing, trying and failing to remove it from his face.

Spider-Man limped towards the downed teen and helped him to stand, bracing him on his shoulder. "So stabbing didn't work…what's plan B?" Flash asked.

"KRSSSH!" The two teens turned to see the webbing dissolve as Tarantula released a spray of acid. The creature snarled at its prey.

"Don't die." Peter responded.

Tarantula let loose an earth shattering roar before charging at the teens. The two super-humans leapt into the air, clinging to the ceilings and beams before a spray of acid forced them to move again. Tarantula locked its sight on Spider-Man.

"Oh boy." He groaned before the monster tackled him through a wall. He felt the impact of the concrete as Kaine slammed him into the ground. A powerful blow nearly broke the hero's jaw. Tarantula let loose another punch, plowing the teen's head which now rang like a bell.

Peter tried to focus but the pain from the beating was to great to block out. Tarantula wrapped his hands around the disoriented teen's neck and began to squeeze. Spider-Man began to gag as he felt his access to life giving oxygen was cut. He dug his claws into the monster's arms but it didn't deter the monster's rage.

"BEEEETTTER!" the brute roared. "MEEE!"

"**PETER!" **MJ screamed as she saw the monster chocking the life out of her boyfriend.

"K-Kaine! P-please!" Peter begged as he looked into the eyes of his clone-turned monster.

"DIEEE!" he screamed.

"N-No!" Peter did the only sensible thing he could think of. He grabbed the edge of his mask and pulled it up. "L-look! NOW!" Peter screamed with what little breath he had left. The monster stared down at his so-called brother to see the pleading look in his eyes.

"T-th-this isn't you! We're not m-monsters! N-not…p-pu-ppets!"

Kaine squeezed tighter. Peter felt the oxygen leave his lungs. His vision blurred and began to darken. Kaine's smiled widened as he saw the face of his 'brother' change shades to borderline-purple. He could see the life draining from his eyes, the darkness leaking in to what would soon be a hollow shell.

Peter's eyes began to close as he felt his lung burn through the rest of his oxygen supply. Tarantula glared down before he realized what he was actually doing. This scene looked too much like that time. When he had held Caradeen's life in his hands, and ended it.

"NOOO!" he screamed as he released his hold on the young hero. Spider-Man lay unmoving while the Tarantula stared down in horror at the limp hero before he heard the sound of heavy footsteps behind him.

"YOU BASTARD!" Flash roared. His arm morphed into a massive mace like structure that collided with the monster's face, removing a portion of his jaw. The creature smashed into a wall before a tendril of black goo grabbed him and pulled him back for another blow. He tried to guard but the attack broke two of his back stingers, splitting them in two.

"GREH!" it shrieked before another blow smashed the left side of his face. Through the one working set of eyes Tarantula had left, he could see that Flash had fully mutated into Venom. The suit's mass had increased and looked like bulging muscles while claws extended from his hands and feet. His jaw was clearly visible as well as the rows of jagged teeth that protruded from his maw. The white markings on the eyes had become more jagged while a long slimy tongue extended from his mouth.

"_I'll kill you!" _Venom roared. The beast lunged forward, swiping at the smaller (if only slightly) monster. Tarantula dodged the blow and barreled into the symbiote. Using his vast strength he lifted the monster off the ground before hurling him through a wall.

Venom crashed through the stone barricade and crashed into a small group of mindless drones. This had conveniently just saved Hawkeye from being overrun.

"Thanks…freaky monster thing…who are you?" he asked with a confused look.

"_Rah…" _Venom snarled.

"You!" Spider-Woman exclaimed ash she saw the imposing form of Venom kneeling on the ground. Jessica raised her arms, both sparking with green energy.

"_Grah!" _Venom exclaimed as he backed away from the red clad agent. The woman fired off a blast of green energy that just barely missed him.

"Easy soldier!" Hawkeye cried out as he fired off an arrow at Mattie. The teen nimbly dodged the projectiles before slashing out at both him and Black Cat. The latter leapt over the claw before delivering a powerful blow to the teen's jaw. Mattie grunted before retaliating with a punch of her own. Cat dodged the attack before nailing her with a knee to gut.

"Oof!" Mattie grunted before being hurled into a wall. The swarms of drones were easily being thrown around by the three trained agents. Spider-Woman glared up at the massive symbiote that stormed through the crowd of assailants with relative ease.

"It's like watching a black version of Hulk with teeth!" Hawkeye muttered. Spider-Woman fired off another blast of electricity into the crowd, conveniently where Venom was. The monster shrieked in pain as dozens of human salves were electrocuted at his feet. Flash fell to a knee as he tried to reign in his rage. The blast of pain had snapped his human mind back from the brink of rage.

"_W-wait!" _He called out as he tried to stand. "_Spider-Man!" _

"What?" Jessica asked as she adhered to the ceiling above the monster. "What about Spider-Man?" Jess asked not liking the panicked voice the creature was using.

"What happened?" she asked, hands sparking.

"_In there! He's hurt!" _

Jess leapt from the ceiling, vaulting over the attackers with the use of her webs. She landed in front of the demolished wall, which she hopped through. What she saw made her blood run cold.

Tarantula was kneeling over the unmoving body of her twin. The monster seemed to be panting in rage as it looked over the lifeless face of his genetic twin.

"YOU BASTARD!"

A stream of green lightning flew through the air, smashing into Tarantula, sending him hurtling into the adjacent wall. Spider-Woman leapt towards her brother and saw that his mask was partially removed. She placed her hand above his mouth but felt no air. Feeling a growing sense of dread she pressed her ear to his chest hoping to hear the pounding of his heart. To her horror his organ was silent.

"No…" she whispered. "Nononono…" she muttered as she checked both his pulse and breathing again and again. "You fucking monster…what did you do?!" she screamed.

Tarantula let loose a massive roar before charging at her with a speed she could not match. The monster grabbed her by the throat and slammed her up against the wall.

"QUEEN!" he roared as he began to choke her. "WHERE?!" he roared again. Jess turned her head towards the direction of the battle between the Queen and the two Ultimates.

"HER FAULT! MADE ME MURDERER! KILLLLL!" He screeched before throwing the girl to the ground.

"QUEEEENNN!" Kaine roared as he tore through the wall. Cat, Hawkeye and Venom turned to see the rampaging monster's tear through the crowd of civilians, effortlessly tossing them aside as his rage fueled his strength.

"_You!" _Venom roared as he tried to stop the monster. Mattie was the first to react, sensing that he was no longer a servant to her new mistress, she leapt to attack. Kaine swatted her aside like a bug, sending her careening through a wall.

"_MATTIE!" _Flash roared as the symbiote again morphed into a more monstrous form. Swarms of black tendrils burst from his chest. Tarantula leapt from the floor, dodging the attack, and retaliated with a thick torrent of acidic webbing. The green adhesive tore through the symbiotic weapons, leaving him free to resume his course.

"Back for more two handsome?" Black Cat taunted as she readied her claws.

"OUT WAY!" He roared swatting at the agile female. She leapt over the attack and slashed him across the back. Tarantula barely grunted as he fought his way towards the raging battle.

"What the Hell?" she muttered as she saw her mutated comrade charge for the Queen. The platinum haired woman turned to look through the massive hole in the wall. She saw he best friend cradling the body of her brother.

"Jess?" she asked as she hopped over the remaining rocks and approached her friend.

"He killed him." She said.

"What?"

"That bastard killed my brother." She responded. Felicia approached the crimson clad girl and saw that she had pulled her mask down to look at her twin. Tears streamed down her face as she held her brother's head in her lap.

Despite the raging battle happening mere twenty yards from them, Felicia could still here the desperate cries of a female emanating from the dead hero's ear. She carefully pulled the earpiece from Peter's ear and raised it to her own.

"Who is this?" she muttered.

"**PETER! IS anyone there?! Please, someone answer me!" **Felicia could only assume it was the voice of Peter's girlfriend.

"I…" Cat started as she looked down at the body of Spider-Man. No doubt the girl was watching from the micro-camera imbedded in the suit's chest.

"Jess…is there…"

"No…" Jessica replied knowing what Cat was asking. Her brother had no pulse.

"Lay him down." Felicia ordered. "What?"

"Do it." Cat ordered. Pulling the teen to the ground. "Charge up some of those bio-blasts. When I give the word, hit his chest hard."

"**What are you doing?!" **MJ wailed over the comms. "Saving his life." Felicia said.

"Jess…clear in 3, 2, 1, now!" Spider-Woman slammed her hands onto her brother's chest, emitting a burst of green electricity that made teen below her arch his back. After a moment of silence Felicia grabbed the edge of Peter's mouth and pressed her mouth over his, breathing in fresh oxygen. After another moment she released him.

"Again!" she ordered. Jessica slammed her hands against the teen's chest, sending another burst of energy through his body. Felicia blew more air into the boy's lungs as she began emergency CPR.

They repeated the process two more ties before Jessica increased the power behind her electric hands. "Felicia, stand clear!" the girl slammed her hands down on her brother, sending a massive spark of electrical energy into her brother's sternum.

Peter gasped as his conscious returned from the edge. Air filled his lungs, air which he greedily inhaled before coughing violently.

"Argh!" he screamed in pain as the sudden return to life flooded his senses with intense pain. His mind raced as his body rapidly tried to heal itself. He coughed violently as his mind tried to rationalize the situation.

"**Peter! Peter are you there?!"**

"M-Mary…Jane?" he asked through ragged breaths. He turned his head to try and find her voice but only saw the crying face of his sister and the stoic looking Black Cat.

"You're alive!" She screamed as she grabbed her brother, hugging him tightly.

"Y-yeah…" Peter murmured as his mind struggled to remember what had happened. Why was his sister here? Where was here?

"J-Jess…what's…"

KABOOM!

The two women turned their heads towards the sound of the explosion but only saw a thick cloud of smoke wafting from the opposite side of the building.

Black Widow had her back pressed up against the side of a wall while Cap used his shield to get a view of where the grenade had gone off. The Queen casually walked out of the smoke-cloud, adjusting the bracelet on her wrist.

"That was quite rude." She muttered. "This is so unlike you Steve. You're normally much more polite to women. Makes me wonder if your little Russian like's it rough. I just hope she doesn't mind where those lips of yours have been." She said with a seductive expression.

"Widow whirled out fro behind cover and fired off a storm of bullets that pelted the Queen's force field. Widow continued the assault until her guns clicked empty. Holstering her right gun, she plucked another grenade from her belt and hurled it at the woman. The Queen barely tilted her head as the weapon passed her. She held out her hand to produce another force field as the grenade exploded in a cloud of fire and shrapnel.

Widow planted her self back against the wall and reloaded her pistols. "That's it. I'm gonna kill this bitch."

"GRAAAAHHH!" the two super-soldiers turned their heads to see the rampaging form of Tarantula barreling towards them. "Move!" Cap ordered grabbing his partner and leaping out of the way of the charging monster.

Kaine tore through the concrete wall as, breaking through the steel supports as he stormed towards his former mistress. Cap and Widow noticed his enraged behavior as he took a swing at the super-powered psychic.

The Queen leapt back from the attack before reaching out with her powers. She touched her subjects mind and felt the pure rage. The hatred and anguish, all of it directed at her.

"_Kneel…" _She commanded. Tarantula grunted as he felt the familiar touch of her mind to his. He fell to a knee but didn't stop moving. He snarled in rage before vomiting a thick surge of acid.

Queen moved to avoid the destructive bile that ate through the wall behind her. Her concentration broken, Kaine roared in defiance as he lashed out at the woman who had raped him, both mentally and physically.

Ana was not pleased. Her king was now rebelling against her. "Treason…" she muttered before she took a breath.

SKREEEEEE!

The bombardment of high-intensity sound waves ripped across the building's floor, tearing apart concrete and steel alike. Tarantula braced himself for the attack, adhering his skin to the floor while the remaining two stingers on his back pierced the ground to acts as anchors. The blast slammed into him with the force of a freight train. He could feel his skin being flayed off as the ground beneath him shattered like glass. His bone broke and cracked under the sheer intensity before he was sent flying back through the remainder of the building.

Dozens of floors began to buckle under the sudden destruction of its supporting structures. The blocks of concrete and stone began to break down, burying certain areas beneath a pile of debris.

"So much for my spider-king." Ana pouted as she saw her former lover buried underneath a pile of rocks.

"ANA!" Cap called out. The woman turned to face her former commanding officer.

"This stops, now." He ordered.

"You're no longer my superior Steve. I am. I am the absolute monarch and no one will stop me. Not even you." Dozens of rocks and steel bars began to float off the ground, enveloping the Queen in a swirling cyclone of solid matter.

"This time you'll stay dead."

"Peter you can't move!" Jessica pleaded as he brother tried and failed to stand. He fell onto his knees while the two women tried to brace him.

"Need…to…"

"You can't fight Kaine or the Queen in your condition.

BRRKKKARK!

The concrete wall was torn asunder as Venom was tackled through the wall by Mattie. The girl struggled to keep the monster contained but only succeeded in enraging the monster.

"_MATTIE!" _He roared as tendrils swarmed off his body to restrain her.

"Shit that thing is back!" Jessica swore as she charged up an attack.

"No!" Peter exclaimed slapping her hand away, causing the blast to miss. "P—mph!" Jessica muttered as her brother placed a hand over her mouth. He quickly pulled the remaining portion of his mask down to hide his face from his friends.

"He's no the one we faced before! He's not Eddie!"

"Then why does he have that suit then?!"

"It's a long story!" Peter said before turning back to look at Flash who's suit had become slightly more human after restraining his girlfriend in a thin cocoon of black webbing.

"Where's Kaine?" Spider-Man asked as he limped towards the demolished wall. He stumbled but was kept up by Black Cat.

"Easy, Spider. You were dead a minute ago you need to rest." She handed him back his spare earpiece, which he gladly took.

"**Peter?!" **MJ cried over the speaker. "I'm fine MJ. A little dizzy…can't remember the last five minutes, but I'm good."

"That doesn't sound good." Cat said. As she helped the wall-crawler slump against the wall. He looked through the demolished structure to see Hawkeye fending off a small group of drones with relative ease.

"I think Cupid needs some back up." He gestured to Hawkeye who punched a larger worker right across the jaw, knocking him out.

"He looks fine to me." Jessica said as they climbed into the larger room. Jessica fired off a burst of electricity that floored the remaining attackers.

"What…was the explosion?" Spider-Man asked as his sister supported him.

"The whole fucking ceiling collapsing." Clint muttered as he pulled out an arrow from his quiver. This one was different than his standard trick-arrows. The tip was a needle-like arrow connected to a syringe filled with green fluid.

"That at tranquilizer?" Cat asked as she eyed the peculiar arrow. "Not exactly." He responded as he made his way over the rubble towards the point of impact.

"Isn't the fight the other way?" Peter asked as he finally found the strength to stand on his own.

"Yeah but I'm not worried about that fight. When Kaine wakes up we got no guarantee he's not going to try and kill us again. This'll will take away his powers."

"What?" Spider-Man muttered.

"It's essentially an anti-OZ serum. This should take away all his powers.

"How did you make something like that?" Peter asked as an edge made its way onto his word.

"And who was it actually meant for?" Jess inquired, fingers sparking.

"You. And we purified a culture from Osborn's DNA."

"You son of a bitch!" Peter roared before grabbing the archer by the neck. He slammed the blonde haired man into the wall where he jabbed the needle just short of the teen's neck.

"Make another move and this goes through your throat! And you can kiss your powers goodbye!" Hawkeye threatened.

"Then how will you stop Tarantula?" Peter asked calling out on the bluff.

"A few explosive arrows should do the trick. Doubt he can regrow a head."

"You son of a bitch." Peter snarled.

"Careful, that's my mother you're talking about punk." Hawkeye said, pressing the needle just a little harder.

"Enough!" Jessica said pulling the two apart with her enhanced strength. She snatched the arrow from Hawkeye's grip before moving over to the pile of rubble. "If you two are too bus playing Alpha-male smack down, then I'll just handle this myself."

"We actually might need the help." Felicia said as she pointed towards a group of civilians climbing the stairs to their floor.

"How many people does she have working for her?" Hawkeye muttered before readying his bow.

"Jess, give me the arrow. I'll get Kaine, you keep them busy."

"Fine. Don't stick yourself in the foot." She said as she handed the weapon to him.

"Hold the line people." Clint said. The drones began to slowly encircle the trio as Spider-Man leapt through the debris pile.

Peter jumped onto the ceiling and crawled along its surface as he made his way towards the opposite end of the floor. "How hard is it to miss a giant spider-monster?"

The sudden shift in the rubble alerted him to the monster beneath it. His spider-sense burst to life as the monstrous creature tore through stone to reach him. Spider-Man reacted by unleashing his arms, stabbing them through Kaine's hide while they tackled each other.

Tarantula tried to rip the teen's head off with his claws, only to be restrained by said teen gripping him by the wrist. Peter pushed forward with all his might, trying to plunged the needle tip into the monster's neck.

"GRAAAH!" He roared as his jagged teeth snapped at the boy's face. 'He's gone ballistic again!'

"Kaine! It's Peter!"

"HURAAHH!" He snarled before his back stinger shot forward. Spider-Man moved his head to the left while the stinger pierced the floor. Spider-Man. Used what strength he had and smashed the creature's fist against his face.

He repeated the action all while taunting him. "Why ya hittin' yourself?" he said cheekily.

"RAAH!" He screamed saliva flying into his face.

"Gross!" Peter muttered as he kneed his clone in the stomach. "GRUH!" Peter grabbed the arrow and plunged it into the Tarantula neck.

"URK!" Peter pressed the needle deeper as he saw the green fluid drain into the monster's throat.

"GRAAAHH!" He roared as he released the red clad hero and thrashed around. The monster smashed around the room, slamming into steel beams and concrete.

"GURaaahhhaug…" he moaned as he collapsed onto all fours and vomited out a puddle of blood. The hair began to shed as his body broke down. The two stingers on his back broke off, crumbling into dust. The face slowly began to break and the rest of his body petrified itself into a thick husk.

Spider-Man slowly rose to his feet and approached the petrified corpse. "Was it supposed to do that?" he muttered. He knocked on the stone-like figure before a hand broke free and grabbed him.

"Whoa!" Peter exclaimed before he pulled back. The hand was locked onto his wrist and refused to release him. Peter pulled back, pulling the hand as well as the body out of the husk.

"Guh!" the teen gasped s he landed on the floor. Kaine inhaled a deep breath to steady his erratic heartbeat. Spider-Man looked down at his clone before offering him a hand.

"Not feeling like killing me, right?" he asked.

Kaine looked up at him before shaking his head. "No…but I do want to kill that bitch who tried to fuck with my head. " he growled.

"Not sure you'll be able to that. Do you feel your powers?"

"Yeah, why?" the teen said before two stingers emerged from his wrists. "Okay." Peter said convinced. "You might need a change of clothes though."

"I got my suit." He said before pulling off the remains of his costume from the leftover husk. "Yeah, but I think it's pretty messed up."

Kaine pulled the remains of his suit onto his chest and legs. He pulled what little of his mask remained onto his face. "Watch this." The suit slowly began to heal. The fabric seemed to grow and then contract, repairing the damaged remains of the costume to how it first looked.

"How? What? I don't—"

"Working with SHIELD sucks but it had it's perks." Kaine said.

"Like fucking their interns?"

Kaine looked up at his new-found partner. "Oh come on…you're pissed about that?"

"Yes I'm pissed!"

"Okay at one point or another you will get laid." He said as he looked over his suit for any missing pieces.

"What is it with you people and me getting laid? I've had sex before!"

"Masturbation doesn't count."

"With MJ!" **"PETER!" **The embarrassed redhead screamed.

"Lucky you." Kaine said while clapping sarcastically. "So why is it a problem who I sleep with?"

"I doubt there's much sleeping going on! What if you get one of them pregnant?!"

"What? Do you think I'll ditch the kid on you?"

"Yes!"

Kaine thought this over for a moment. "Yeah… yeah I would do that."

"You asshole." Peter growled.

**SKREEEEEE!**

The two arachnids turned to see Captain America crash through a wall and smash into the ground. His crimson shield slid over the ground not far from him.

"That's not good!" The two teens said in unison before leaping to his aid. They landed next to him and checked for signs of life. "He's breathing." Peter said as Kaine gripped the man's wrist. "He's got a pulse too."

"Just unconscious I guess." Peter said before his spider-sense fired off. "Down!" both teens exclaimed to each other as the form of Black Widow was hurled through the air. Kaine caught her in midair before landing on the ground, setting her down next to the Captain.

"Well this isn't good." Peter muttered. "Ya think?" Kaine replied before the shifting of rubble near the wall drew their attention. The Queen stepped down from the hole and gracefully walked towards them.

"Oh…both my men have come to me." She purred.

"Lady we do not want to have relations with you!" Spider-Man shouted.

"But you already have." She said with a smile. "I believed I've shared your beds. Both of you."

"**Peter please beat this skank." **MJ growled.

"You raped us. Both physically and mentally!" Kaine snarled.

"Technically she only raped you." Peter said before receiving a glare from his 'brother'. "Just saying."

"Neither of that matters now. I got what I came for. Granted there were some…intrusions. But as you can see I've dealt with most of them." She glanced at the downed forms of Widow and Captain America.

"Kaine, if she took down both of them the n she's know pushover, and I don't like that sonic scream of hers."

"Don't worry, My suit can bend sound."

"What about me?" He whispered.

"Oh…uh, dodge?"

"You didn't think of that?!"he hissed.

"No, Peter! My mind was on kicking this bitch's ass for raping me!"

"My suit isn't sound proof!" "I know that!"

"Boys, boys…you're both great lovers, can we fight now?" The Queen said with an amused smile.

"That's it, she's a dead woman." Kaine said as he dashed forward.

"When was that a question?" Peter asked as he leapt after his clone with claws extended. The Queen waved her hand, ushering a torrent of metal debris toward them.

"Web's up!" Peter exclaimed as he and Kaine unleashed a thick torrent of webbing. The metal crashed into the elastic net, trapping the shrapnel in a cocoon of webbing.

"Impressive." Queen muttered before her hand closed into a fist. The metal beams ripped off the walls and flew towards them.

"Move!" Peter exclaimed as they leapt over the attack. The metal twisted around and attacked again, only to be pinned by Kaine's webbing. "We need a new plan!"

"Just hit her to 'til she falls!" Spider-Man exclaimed. As he landed near her. He lashed out at her with a kick which she blocked. She retaliated by grabbing his foot and hurling him into a wall.

"ARGH!" Peter cried as he felt the wall slam him form behind. "Guh!" he muttered as the Queen lifted him up by the hair. "I'm glad to see that you're not afraid to get your hands dirty. But trying to hit a lady does not befit a king." She slammed him in the gut with a powerful punch before hurling him towards Kaine.

The clone leapt over his double and snagged him with a web. He caught Peter before lowering him to the ground. "Congratulations Pete, you got your ass handed to you again."

"Technically its your ass to." He moaned.

"We are not the same person." Kaine snapped back. "We are different. And I'll prove that by gutting her!" Kaine launched himself into the air before swinging towards Ana. The woman simply smiled before unleashing her sonic scream.

**SKREEEE!**

Kaine prepared himself for the attack, activating his suit's sound dampening field. The concussive force passed over him like a gust of wind while Peter pushed his ear-buffers to their max effectiveness.

Peter adhered himself to the ground with his powers while the booming waves of sound ripped across the building. Kaine was stuck in place as he tried to advance on the woman who had previously manipulated him as her personal slave.

His stingers inched ever closer to the Queen as she continued her sonic cry. Kaine fell to a knee and stuck himself to the ground, slowly moving himself across the ground. By now the Queen had realized that her scream was of barely any use. Only Spider-Man seemed mildly affected and that was just by the force the sound waves were producing, the only thing keeping her former spider-king at bay.

Ana decided to swap her strategy. She ceased her sonic attack but gripped a steel beam in her grasp. Kaine leapt forward but the blaring of his spider-sense made him realize his mistake. The metal beam struck him head on, sending him flying back where he smashed into the ground.

"That must've hurt!" Peter muttered before his own spider-sense roared to life. "Shit!" He ducked under the metal beam and fired off a volley of webs, each one was expertly as Ana sent a wave of debris at the arachnid-themed mutant.

Spider-Man leapt out of its path, landing on another beam. Before he could act, the metal twisted and broke, lunging to stab him. His spider-sense was the only thing that had saved him from being run through, but the jagged metal had still sliced his arm.

He landed on the ground and rolled out of the path of the metal spears. Ana smiled as two more spears rose over her head, aimed at the web-slinger. Before she could fire an excruciating pain ripped through her chest. She looked down to see a single stinger jutting from between her breasts. The spike was covered in blood.

Kaine's body became visible as he disengaged the suit's cloak. He tore the stinger out of her body and watched as she fell to a knee. "GUH!" she coughed, spilling blood onto the cold floor.

"You're done bitch. Release those people. Now!"

The Queen coughed once more, spitting out more blood. She clutched the wound on her chest before looking up at the teen. "I will not."

"You really want to put on the tough-girl act? You have a 1-inch hole in your chest that doesn't seem to be healing well."

"I will…not…allow you…to destroy everything…that I've built!"

"It's over Queen. Give it up!" Peter snarled as he positioned his claws near her throat. "That mind control will probably fade after we kill you, so maybe you wanna do something noble in the last few moments we have left."

"I'm not giving you…any satisfaction…" she panted while her blood pooled on the ground.

"Fine by us." Peter said as he raised his claw. Kaine followed suit by raising his stinger. Queen watched them before snarling in rage. She took one last deep breath before releasing everything she had in one solid scream.

**SKREEEEEE!**

Caught unprepared by the attack, the two barely had time to put up there defenses as they were thrown back by the pure force of the scream. The two tumbled on the ground before sticking themselves to the ground.

'So not good!' Peter thought as he glanced over at Kaine who was having just as much luck at climbing as he was.

Kaine snarled as he felt the intense pressure of the attack bare down on him like an anvil. He looked round for something, anything that they could use to escape the situation.

The scream slowly died out as Queen took several breaths to recover. This gave the two spider-men ample time to come up with a plan.

"We can't beat her with that scream, and every second she's calling out for more help! I don't think Jess and the others can hold the line forever!" Peter said.

"That scream's the only thing we have to get through, she's wounded and losing blood. Any ideas on how to power through that shriek of hers?"

"No…but maybe we can go around it."

"Double team?" "You draw her fire, that suit gives you the edge. I'll take her from behind." Kaine gave him a look before Peter realized what it was. "Oh get you mind out of the gutter!"

By now the Queen had recovered enough to inhale for another scream, only this time she was cut off by a patch of webbing slamming into her mouth. The muffled cry of surprise was only matched by the surprise she felt when Kaine slashed her across the back. She retaliated with a blow to the face that socked him across the jaw.

"AK!" he cried out before he hit the ground. The Queen tore the webbing from her mouth before she glared at Kaine. "You traitorous bastard…" she whispered as she grabbed him by the collar.

A thick rope of webbing slammed into her shoulder and pulled her into the air. A powerful stomp kick sent her flying into a stack of concrete blocks that tumbled over upon impact.

Spider-Man landed next to his genetic brother and helped him up. "She packs a wallop…" He muttered as he rubbed his jaw.

"Well the female spider is supposed to be stronger than the male spider."

"Really?" "I've been doing some research. Got to know yourself, right?"

**SKREEEEE!**

The concrete blocks were blown to pieces as the Queen unleashed her attack to free herself. The enraged look in her eyes didn't comfort the two.

"Oh she's pissed." Kaine said. "What tipped you off? Duck!"

Both teens leapt to the side to avoid a torrent of debris controlled by the Queen. Her telekinetic powers morphed the rocks into jagged spears before they were propelled through the air towards their targets.

The two leapt over the attack and rolled on the floor firing off various shots of webbing that the Queen dodged. She inhaled and screamed.

**SKREEEEEE!**

The sound waves barreled towards the duo who fired webs into the ceiling to escape the attack. "Get out of here Pete! I'll draw her fire!"

Kaine leapt from the ceiling and tackled the Queen. The two rolled to their feet while the teens slashed at her with his stingers. The woman dodged each attack while striking with her own. Kaine had to flip on his feet to avoid a leg sweep but when he landed he was met by an elbow strike to the ribs.

"GAH!"

Peter saw his clone go flying. He rushed across the incomplete building's floor and slid to a halt near the still unconscious Black Widow. He rolled her over and checked her utility belt. He finally found what he was searching for in the form of a grenade.

'Only one? Guess this was suppose to a stealth OP.' he thought. He turned his head to see Queen striking at Kaine with a giant steel beam. The voluptuous woman swatted at him like she was trying to hit a fly with a baseball bat.

"Hey! Psycho-bitch!" Ana turned at the sound of Peter's voice to see him pull the pin off the grenade and chuck it ta her. The girl swatted the bomb away before turning towards Spider-Man.

"Crap-baskets." He muttered.

The grenade flew off the building until a web-line snagged it in midair and pulled it back. Peter's eyes widened before he leapt for cover. And saw the action and turned to see the grenade flying towards her. The projectile exploded mere feet from her, enveloping the area in a thick cloud of smoke and fire.

Kaine leapt off the building firing off a web-line towards the lower area and swung into the air before pivoting back. Another web-line pulled him back into the building but onto a lower floor. One safe from the collapsing structure above. He rolled onto his feet as he saw dozens of metal debris and concrete blocks plummet from the skies above.

Hawkeye and the others had ducked for cover with Spider-Woman and Flash spinning thick tendril like webs around them to protect them and the incapacitated drones in a cocoon-like fashion.

"The Hell was that?!" Venom exclaimed as his body shrank down to his normal size, enlarging just before the explosion. "An explosion…" Hawkeye muttered before pulling an arrow out of his quiver. A quick flick of his wrist ignited the arrow's head, producing a small but concise beam of heat which he used to cut through the webbing. He stepped out of the cocoon to see the destroyed remains of the skyscraper. The dozens of drones slowly began to stir, including Mattie.

"Ugh…wha…where?"

"Mattie!" Flash exclaimed before wrapping the girl in a hug. Mattie returned the gesture before giving her boyfriend a confused look. "Flash? Where are we?"

"Uh…" her boyfriend said trying to find a way to explain the situation. "It's a long story girl." Felicia said as she scanned the debris with her eyes.

"Flash…who are these people?"

Hawkeye glanced over the destroyed floor and saw a single figure darting across the floor. Kaine sprinted over the rubble as he looked for any signs of life.

"Sider-Man! Spidey! Goddammit…Peter!" he shouted. Kaine listened for any noise before the shifting in the rubble caught his attention. He turned around to see several pieces of rubble being lifted off the ground. Kaine readied his stingers as he saw the figure rise.

Captain America pushed the debris off his body as he helped Widow to her feet. The dirt fell off his shoulders as he lowered his shield, which had apparently saved him and his partner from the explosion.

"Ugh…good to see you soldier…you are you…right?" Cap asked as he looked over the teen.

"We got her Cap. Nagged her in the explosion. Is P-Spider-Man with you?" he asked. Cap shook his head. "Me and Natasha woke just before the explosion brought the building down on us. We didn't see him."

Kaine said nothing but returned to scavenging across the wreckage. "Kaine?" Natasha asked as Steve set her down on the ground.

"Kaine? What are you looking for?" Cap asked as he followed after the teen. "Spider-Man. He was here with me." Kaine said as he sifted through a larger pile of rocks.

"Did you kill the Queen?" Natasha asked.

"I don't know!" Kaine snapped back. "That's on the back burner until I find him." He said before wrenching another boulder off the pile and throwing it aside.

"Kaine." Cap said before placing a hand on his shoulder. "We need to get SHIELD here. They can help." "They'll be too late!" he snapped back, brushing the hand off his shoulder.

"Maybe not…" Widow said as she stood up. She pulled her spare pistol from her back and aimed it as a slowly shifting pile of rocks. Kaine and Cap followed her gaze and saw the object. They too readied teir weapons while widow touched the pile. A red and black arm shot from the debris before pulling itself out. Spider-Man tumbled to the ground while coughing to clear his lungs.

Kaine made his way towards his and offered him his hand. Peter took it after a moment of catching his breath. "You *cough cough* snag…the grenade?" Peter asked as he looked at his clone.

Kaine nodded his head. "Nice shot…" Peter said. "Thanks."

"Peter!" Spider-Man turned around to see Jess and company running towards them. The girl gripped him in a tight hug, which he returned. "I'm alright sis. OW!" he exclaimed as the girl punched him in the arm.

"Don't worry me like that!" she exclaimed. "Not my fault I got caught in the blast! Kaine's the one who through the grenade!"

"You just said it was a good shot, now you're throwing me under the bus?!"

"Well she already hates you so it's easier!"

"Fair point." Kaine muttered.

"I'm sorry…" Mattie said. The group turned to her making her a bit sheepish, but she sucked it up and continued. "but who are you people?!" she nearly screamed.

"Uh…" Peter muttered as he fished for an answer.

"We're SHIELD. Kaine responded.

"The…people with the Ultimates?" she asked before getting a good look at Captain America and his fellow Ultimates. "Oh my god! You are the Ultimates!"

"About time she recognized them." Jess whispered to Felicia.

"So why are you all here?!" she again exclaimed.

"We might wanna leave that explanations to them." Widow said gesturing behind the group.

"The teen's turned their heads to see a small flock of helicopters approaching the building. Each one bore a SHIELD logo on their side.

"Late as always." Felicia said as she watched the vehicles circle the building.

"Better late than never." Kaine muttered before the machines touched down.

**End of Chapter**

**Done! I apologize for the delay. I've had a lot of college prepping to do, and then there's work, and family etc, etc. But here it is! The finale to the Queen story line. I hoped you all enjoyed. **

**Check out my Ultimate Avengers 2 story. I'm getting to the final chapters and would love some input. **


	50. Chapter 50: Aftermath

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 50**

**Aftermath **

**SKYSCRAPER**

Spider-Man sat perched on the broken beam as dozens of civilians were being examined and loaded onto the transports by SHIELD med teams. Most of the former-drones sported cuts, bruises, fractured limbs, but they would live.

"Regretting giving the drones a beat down?" Kaine asked as he sat on the under-side of the beam. "Not really. I'm pissed that innocent people were hurt…but at least they'll live."

"Silver lining…nice."

"Yep." "Soooo…." Kaine muttered. "Hmm?" Peter asked as he looked underneath the beam. "We cool?" he asked.

"I don't follow." Peter said, perplexed.

"Are we" Kaine gestured to himself and Peter. "cool?" "You don't hate me?"

"Never really did…just…I could tell I was a copy. A fake. Who was I supposed to take my anger out on?"

"I thought that was what the sex was for." Peter said. "The sex took the edge off. I was still pissed."

"So…is this an apology?" "Do I actually have to apologize?"

"It would help." "I'm not apologizing. But…I was wrong to blame you."

"I will take that as an apology. And I will accept that apology. Bro."

"Oh don't do the whole mushy 'we're a family' crap man…I have sensitivity to that, seriously part of me wants to puke."

"Fine. Just…welcome to the family…of weird teenagers with life altering powers."

"Is that it?" a female voice said. The two teens turned around to see Spider-Woman standing on one of the beams. "No, 'I'm sorry'?"

"Jess…we're guys." Peter said. "Yeah, this is about as emotional as we get with each other." "What did she think was gone happen? Hug and cry?" Beats me."

"Ugh!" Jess grunted before storming away in a huff.

"What's her deal?" Kaine asked. "Beats me."

"By the way…about that teens with super power crap, you should trademark that. Start a club."

"I know a shit ton of teens with them." Peter said as he glanced towards Mattie and Flash who were speaking with Captain America. "Same here…Fury literally has a training camp for post-human teens."

"You serious?" Peter asked with no humor.

"Not kidding. I've been to the camp once…they weren't bad…I think there's a plan for a…I don't know, mini-Ultimates? He's got some heavy hitters on the team but they have plenty of teen drama keeping them back."

"You trust what's being done to them?"

"No. Why do think I stuck around for so long? The sex? Nah…I think Fury has me around as a conscience."

"Really? You?"

"Is that hard to believe?" Peter pulled up his mask and gave his clone a small glare. "Okay point taken…but I do have your conscience swimming around in my head."

"Okay…that makes it better. By the way…all seriousness aside…how many chicks have you…y'know?"

"Fucked? Banged? Slept with? Spit it out man! You lost that V-card already so don't hold back!" "I'm regretting telling you and Hawkeye about that." Peter muttered.

"Clint can keep a secret. As a pal, and my handler, he's not a bad guy. And to answer your question…10…maybe 12. Does Queen count as number 13?"

"It technically was rape right? Do you consider rape a score?"

"Fuck no! I'm a sociopath, not a sicko!" "Good to know. By the way…why the name Kaine?"

"I don't know… the guy who cloned me named that…think he was going through a god complex?" "Oh don't get me started on that. Remember the Jackal?"

"How could I forget?"

"But…do you really want to keep it?"

"What am I supposed to do? Change it to Morgan Freeman? I don't legally exist. I might as well keep it." Peter looked at his clone for a moment before looking back at his city. The sun was starting to rise, bathing the tower in a soft orange glow.

"We could add a name to it." Peter said. "Add a name?"

"You don't have a last one do you?"

"I need one?" "It couldn't hurt. Try…Rigsley."

"Hate it." "Mcdowl. Potter, Freeman Dudley do Right the third." Kaine turned his head to glare at Peter who shrugged. "Ran out of ideas."

"What about Riley?" Kaine said. "Hmm…Kaine Riley…not bad. Still seems like it's missing something."

"What like a middle name?" "Sure. Why not use Kaine as your middle name? Get a name for yourself."

"Why?" "Independence?" "Why does it sound like you don't know what you're talking about?" "I'm piecing this together bit by bit…yeesh everyone's a critic." Peter muttered.

"So what name should I take?" "How about Ben?" "What?" Kaine said as he looked at the teen sitting above him. "I think you should take it." "Why? Why Uncle Ben's name?"

"Because it's a good name. I don't see any reason why it shouldn't be good for you besides…you know what that name means to me…to us. So now you have an obligation to honor that name."

"Sounds fair…Benjamin Kaine Riley…heh." Kaine chuckled as he mulled the name over. "Doesn't sound half-bad."

"Well you're welcome." Peter said as he watched the final transport lift off. "They're still searching." The newly christened Ben said as he flipped over the beam so he squatted right side-up next to Peter.

"For what? They got all the civies out. What else could they be looking for?" "Beats me. I just want to hit the next transport home. I don't know about you but after getting my ass kicked by Queen I need some R&amp;R."

"I wish I could get some…but I do live in 'The City that ever sleeps', so that ain't happening anytime soon."

"I don't know how we, or now, you, balance that type of work with a social life."

"Haven't exactly had one in a while there. Flash and Mattie have been hitting it off so I can make an excuse about being a third wheel…but with Aunt May…she's freaking out. Just the other day she had a therapist come over and talk to her about me."

"Ha…you in therapy. I can't see that going well."

"At least the therapist is hot." Peter mumbled.

"How hot?" Kaine asked as he stood up, followed shortly by Peter. "Pretty hot. Hourglass and sh—why am I even talking to you about this?" "Because I asked." Ben said bluntly.

"I'm in a relationship and I am done with this conversation!" "Just because you are in a relationship doesn't mean you can't talk or look at other girls!" Ben shouted at the retreating back of Spider-Man as he fired off a web-line.

"Like you've even been in a serious relationship!" Peter shouted back as he launched into the air, swinging away.

Ben leapt off the beam and landed next to a sitting Hawkeye who was readjusting his quiver. "Done with the chick-flick scene?" Clint asked as he loaded the last arrow back into his quiver.

"Fuck you." Kaine snapped back. "Hmph. Whatever kid."

"Clint…" Ben said making the archer look up at him. The teen was rubbing his neck awkwardly. "T-thanks. For helping me."

Clint grinned slightly, before putting a hand to his ear. "I'm sorry, what was that?"

"I said thanks. There! I said it!"

"Ha…who knew you could be grateful?" the archer chuckled. "S-shut up." Kaine snarled half-heartedly. "Good to have ya back kid." Hawkeye said as he patted him on the back. "Let's head back to base."

The two men walked past Cap who had his hand to his helmet. **"So we have Kaine back and the Queen has been neutralized?" **Fury asked. "Partially, Nick. We have Kaine and the civilians are safe and being examined by medical crew." **"I'm sensing a 'but' coming." **

"But…no sign of Ana." **"Any sign of death?" **"No. No blood or signs of extreme trauma. I think Natasha's a bit disappointed by that though."

"**Hehehe…" **Fury chuckled over the line. **"Black Widow could get jealous…who knew? But if there's no sign of death it's safe to assume that she's still alive. Sweep the area again and report back. I'll put out an alert for any SHIELD agents in the vicinity."**

"Roger. There is something else though." **"What?" "**Two new post-humans. Teenagers. They seem like good kids…but they have powers. And we can't have any more vigilantes running around. Natasha has already told me about Her ex and his gang of super-powered street fighters. Last thing we need is rookies causing more damage like tonight."

"**Sounds to me like you're not a fan of the kid's work." **Fury said. "He's reckless, impulsive, and causes more damage than good. I saw potential when he helped take down the Jackal…but he's not ready. He needs to be taught."

"**That' why we need him in SHIELD's pocket. He's a loose cannon now, but think of it, him as a fully trained agent? And Kaine? They could be the next super-soldiers Cap." **

"They're just kids Nick." Cap said as he walked towards the newly arrived chopper. Widow followed after him. Both entered the chopper and turned to see the vehicle rise from the ground as the doors closed.

"**Cap, they stopped being kids a long time ago."**

* * *

**HELL'S KITCHEN, SAME TIME**

Matt Murdock, aka Daredevil swung through the air on his grapple. He flipped over the roof of a building before landing on the outstretched nose of a church's gargoyle. The metal cable retracted into the Billy club before he pocketed it in his leg's side holster.

The man without fear 'looked' out over the small area that was Hell's Kitchen. His sense narrowed in around the church as he searched for a very specific person. Small footsteps alerted him to older man approaching him.

The red clad-hero turned around to see the red and black trench-coat wearing form of Doctor Stephen Strange. The Sorcerer Supreme gazed calmly over the darkened city as the blind vigilante approached him.

"You're shadow can come out as well Doctor. I know she's there." Matt said. The doctor merely shrugged his shoulders before nodding his head. The faint sound of claws scratching against brick was the only sound that alerted Daredevil to the figure that descended from above.

Tigra landed on the gargoyle's face with a silent thud. Or almost silent as Matt could still hear the soft impact she made when she landed. The cat-girl stood up from the ground and looked over the crimson vigilante.

"Hello handsome…" She purred as she walked closer to the Matt. She stood about a foot away before taking a small whiff of his scent. "Blood and sweat…kinda sexy…" She purred again.

"Greer." Strange said as he walked forward.

"I was just flirting 'dad'." She muttered.

"Nice company you keep." Matt said as he approached the doctor. "What is all this about?" Strange asked. "You're direct. That's good. You know who I am, and what people like me do."

"You're a vigilante, Daredevil. I know who you are and what you do. Please answer my question."

"I want you on my team. I'm putting together a group of like-minded individuals with a goal. To stop the crime in this city and to protect people from the violence it brings. I think you can help."

"Why me?" Strange asked.

"Because you're a good man. I know that you have other…'responsibilities'. I have a friend who's in tune with your sort of world, although his involves more Kung Fu than magic. But I understand the big picture you have to look at. I'm just asking you to pitch us a hand when we need the help."

"Why else? Be honest with me." Strange said, his gaze not wavering. Tigra could sense the tension between the two and took a slight step back. Daredevil finally relented, sighing.

"You have power. According to Iron Fist, a whole lot of power. Our team has skill and heavy hitters. But you have an arsenal of magic. And from what I've seen, that's versatile."

"It doesn't allow me to perform miracles, if that's what you want." Strange said. "I don't need miracles. I need help. And you come recommended by someone I trust so this is why I'm asking you. Not forcing, not coercing. I'm asking. Will you help us?"

Strange turned around and walked back towards the shadows, motioning for Tigra to follow. The feline reluctantly did so as the church's shadows swirled together to form a doorway of moving darkness.

Daredevil sighed as the Doctor entered the doorway, Tigra following soon after. The doorway began to close around the two and Daredevil turned back to his neck of the woods, pulling his grappled out from his side.

"I'll be in touch." Strange muttered as the door closed completely. Matt turned just as the portal closed. He had heard the words and couldn't help but form a smile.

"I guess tonight was a good night." He muttered before he fired off his grapple and leapt into his city.

**MIDTOWN HIGH, NEXT MORNING**

Peter yawned as he felt his body ache from his injuries. His battle had left him a mess. And his aunt had thrown a fit. So much so that she was driving him to school.

"A fight." She muttered as she drove towards the school. "You are an intelligent and kind young man with a bright future…and you get into a FIGHT?!"

Peter had to cover his ears to block out his aunt's sudden shout. "Jeez Aunt May! I'm injured not deaf!"

"I'd rather you be deaf than injured! You're all bruised up! Who did this to you? Where do you go?"

"I was taking photos of Spider-Man and I—I got caught in some rubble okay…I was fine."

"Fine my ass! Look at you! I want you to get another job!" "There are no other jobs Aunt May!"

"We live in New York City Peter! There are jobs literally around every corner that you could work at!" "They don't pay nearly as well as the job I have right now!"

"I don't care about the money, Peter! I care about your life! How am I supposed to sleep at night when I know the next day you'll run off down the street wherever one of those monsters attack next?! How am I supposed to feel if you got hurt?!"

Peter remained speechless as they pulled up to the curb of Midtown High. "Go to school. I'll pick you up after 3:00. Ask your friends if there are any other jobs they know of."

Peter opened the car door and stepped out onto the sidewalk. He shut the door behind before the window rolled down. "Peter…I love you. You know that, right?"

Peter stared on ahead. "Yeah aunt May…I know." The older woman frowned before rolling up the window and driving off down the street. The young teen watched as the car left his sight before letting out a deep sigh. 'Nice going Parker. Would it kill ya to say 'I love you too', 'be safe', 'don't worry I'll be fine'?' Peter walked up the steps to get to class when he saw the sight of his redheaded girlfriend waving at him with a gorgeous smile.

Peter smiled back, his earlier mood lightening considerably at the sight of his lovely redhead. "Hey Tiger." She said as they walked inside the building. "Hey yourself." He replied with a smile. "Feeling better after last night?" she asked.

"Surprisingly? Yeah. Queen is gone, m—" "So no more wet dreams about the psychic skank?" "No, no more wet dreams about her, babe." Peter said. Needless to say he enjoyed the jealous reaction she was showing. "Then do continue." She said.

"Queen is down, Mattie and Flash are safe while I just repaired a nearly non-existent with my clone who's as good as my brother, and I totally teamed up with the Ultimates, despite the fact that they're still assholes."

"You still hate their guts, huh?" "They look at the big picture, don't get me wrong, saving the world is awesome and all, but it doesn't fix the immediate stuff on the streets. Who's looking after the little guy?"

"You are." MJ said with a smile. Peter couldn't help but smile back at her. Teachers were still roaming the halls so he had to resist the urge to kiss the gorgeous redhead right there in the hallway.

Peter saw the look in his eyes before she smiled at him. "Easy Tiger…" she teased.

"Keep it PG guys." Mattie teased as she approached the group. Flash stood next to her with a grin. "Yeah guys, and people say I'm a horn-dog."

"You are." Peter said with a small grin. 'Good. Looks like Mattie and Flash are fine. I was sure they'd be freaked out after what happened last night. Guess I was worried over nothing.' He thought to himself as the group made their way into class.

* * *

**PRINCIPAL'S OFFICE, SAME TIME**

Phil Coulson looked over the holographic files displayed over his desk. The SHIELD emblem pin projected various images of two people. Two teens who went to his school. Mattie Franklin and Eugene 'Flash' Thompson.

"More kids…" Coulson muttered before he looked through their known power sets. "A symbiote…" Coulson muttered as he saw the black sludge. "Agent Drew warned me about that. Oh, well." The agent pressed the button on the speaker to talk to his assistant. "May. Please get Mr. Thompson and Ms. Franklin to come here."

Outside the office, Melinda May sighed before pressing the intercom switch. "Would Mattie Franklin and Flash Thompson please report to the office." She said. She removed her finger from the button and sighed again. She hated teenagers.

* * *

**A FEW MINUTES LATER**

The two teens walked towards the principal's office. "We didn't do anything wrong right?" Flash asked as he and Mattie approached the office door. "I don't know. Did we?" "I have no idea!" Flash complained before he opened the door and allowed Mattie to go ahead.

The two entered the office and were ushered into Coulson's office. The man gave them a small smile that didn't reach his eyes. "Good morning." He said.

"Uh…hi Principal Coulson." Mattie said with a forced smile. "Hey…sir." Flash said trying to hide his nervousness.

"Hello. I'll get to the point. You are not in any trouble."

The two teens visibly sighed in relief after that. "But there is something we all need to discuss." The two looked at the principal while he brought up the holographic screen.

"SHIELD would like to have a word with you."

* * *

**SCHOOL ROOF**

Jessica Jones stared out at the cityscape while Lana stared out at her cellphone. "Staring at the phone is not going to make them call us." "You sure?" "How is that an actual question? They said we'd start training soon, not right away."

"I'd rather train than go to this shit sty." Lana muttered. "Girl give it up, you're not getting out of school. Let's just head back after first period. They're not gonna call us in the middle of the day. It'll probably be night stuff."

"You'd like that." Lana muttered. "Excuse me?" Jessica replied as she turned to look at her friend. "Oh nothing…just you would looooovvvve a night lesson with Luke Cage." Lana said with the ghost of a smile.

"What?!" Jessica exclaimed while blushing. "Hey I could tell right away, you were so hot for him at the warehouse. You were also disappointed when he wasn't with Iron Fist last night. Just admit it, you would love to hit that!"

"Sh-shut up!" Jessica snapped as she turned away blushing. "Hahaha…" Lana laughed before she checked her phone again. "Still nothing…" she moped.

* * *

**PRINCIPAL'S OFFICE**

"WHAT?!" Flash roared while Mattie stood beside him in shock.

"I'm afraid those are your only options. Join SHIELD, or lose your powers. If you refuse to do either, they will be taken from you by force and you will be treated as post-human threats and arrested for illegal genetic experiments."

"But we're not!" Mattie exclaimed.

"If you were mutants this wouldn't be a problem. But you have not races of the X-gene in your DNA. Neither of you are mutants."

"Wha-?" Flash muttered. "Then how? Why do I have these powers?!" he shouted as tendrils of the symbiote began to cover his fist and face. "Flash calm down!" She pleaded.

Coulson's hand went under his desk and gripped a laser pistol but stopped short of pulling it out as he saw Mattie calm her enraged boyfriend. The black symbiote gradually retracted into the blonde's body as he tried to calm his temper.

"I'm sorry about this…I am. But believe me, this is the better alternative. You can help people."

"What…like Spider-Man does?" Flash asked.

Coulson opened his mouth but closed it. He thought it all over in a split second. He could tell these kids the truth, they'd be trained as soldiers. But he meant what he said in helping people, but it would be different then their idol. But if he wanted them to at least believe they'd be making a difference in the way they thought they would.

"Yes." He said.

"So…we can help people?"

"And you're family and friends will be protected from anyone who would try to hurt them to get to you."

"There are people like that?" Mattie asked in slight fear.

"Yes. There are many people like that. Sad but true."

"So when do we get…trained or whatever?" Flash asked.

Coulson pulled out two small thumb drives and slid them towards the two teens. "Everything you need is on those drives."

* * *

**HEROES FOR HIRE OFFICE**

Danny Rand, aka Iron Fist, sat at his desk filling out the rest of his bills that pertained to the office. "Hmmm…he muttered before he heard the office door open. Danny looked up to see the large form of his best friend Luke Cage, standing next to an orange-haired man in red sunglasses.

"Matt. Nice to see you. How'd the meet go?"

"We've got Strange." Matt said with a smile as he sat down. "So we got the magician dude, Spidey, and the two newbies. Who else?"

"What about Moon Knight?" Danny said looking at Matt. "He's a no go. He went back to Egypt. Something about balance being disturbed. The mystic jumbo is more your thing than mine Danny."

"He just up and left for Egypt? That's random." "Guy creeped me out. All he did was stare and mutter stuff to himself. Is it me or is that just creepy?"

"It was but he had skill. He took on Bullseye." "But he did take quite a few hits. Was it me or did he take the hit on purpose instead of dodging it?"

"He did." Cage and Danny responded.

"We might be better off without him. What about Shang Chi? Is he on board?"

"No." Danny said with some disappointment. "He's running his own dojo now and has other responsibilities. He can't help us. Not now."

"Training with Spider-Man has improved his skill. And Bullseye is still loose. Word is he's cleaning up the rival gangs honing in on the Kingpin's turf. But he's had some competition as of late. There's some new player on the street."

"Tombstone's nothing new Matt." Luke said.

"I'm not talking about Tombstone. I'm talking about a new crime lord that's been tearing up Fisk's territory. I'm talking about Mysterio."

"What? Is he like some sort of stage magician?" Luke asked jokingly.

"The name actually is. But this guy…a lot of mob families and drug cartels as of recently have slowed their activities. I checked it out, and after 'talking' with some informants, I learned that all their lieutenants had been offed in a week."

"You're kidding…" Danny muttered in disbelief.

"I wish. This guy has resources and a strategy. He's building up an army. And it looks like he's picking up speed."

"How big an army we talking?" Luke asked as he tightened his gloves.

"The super-powered kind. Other than normal street thugs, word is he's amassing super-powered teens or crooks that have managed to stay off or under SHIELD's radar."

"Hate those guys." Luke muttered.

"So, should we wait him out? Do a little recon?" Danny asked.

"Maybe. For now get those two newbies into fighting shape. I've got a bad feeling about this." Matt said as he leaned back in the chair. "You think he's gonna break down everything." Danny said " He killed all the lieutenants of the most notorious drug dealers in new York city. I think I have every right to worry."

* * *

**LOCATION UNKNOWN**

"Wait here, girl." The man said as the young woman was left in a darkened room. The young woman looked around the room to see that she was standing in the garage of an older building. The dim light from the flickering overhead lamps did little to put her at ease.

"I can't believe I'm doing this…" Elly Forelli glanced over towards the thick metal door that separated her from the criminal underground. "I should go…this is a mistake…" she muttered as fear gripped her heart.

She took a few quick steps forward, planning to leave the garage until a newspaper blew across the street, wrapping itself across her leg. The young teen removed the paper from her jeans to see the photo of Spider-Man fighting off another set of gang-bangers. The fear in her chest was quickly drowned out beneath the sea of rage that began to boil over.

"No…you ruined my Grandpa's life…I won't stop until I've ruined yours!" she snarled before she stormed back towards the door. 'These guys were on Gramp's files. If they can help me kill Spider-Man…"

The creaking of metal doors alerted the girl to the presence of two men. The larger men stalked towards her. "She's just a kid, Earl." The other one said as the larger of the two eyed the young teen. The girl took a step back as the repulsive man stepped towards her.

"Yeah…and that's just my type…" he growled, licking his lips. The man lunged forward as Elly reached for her Tazer. The man grabbed her wrist before she could stab him with the weapon. "Aren't you a naughty girl?" he snarled as he grabbed her by the shirt.

"**What are you doing?" **a distorted voice asked.

The two men whirled around to see a thick cloud of green mist billowing up from the ground. Out of the cloud stepped a man in a black trench coat with purple lining. The hood obscured most of his face but what was visible was concealed beneath a silver reflected mask.

"B-boss!" the second man said backing up. Out from the cloud at least five different men walked out of the cloud. Each one wore green motorcycle-like helmets that obscured their faces. Several carried guns while others had baseball bats and crowbars.

"**I'm not you're boss. You're just a pair of street-thugs that wanted in. And I find you doing…this." **The man said in revulsion.

The man, finally realized he was still holding the girl. He quickly shoved her aside and backed up. "It wasn't like that!" the man exclaimed, terror in his eyes.

"**Oh it was." **The man said as he slowly approached the would-be rapist. He gently tugged the edges of the man's jacket. "I-it got out of control!" he muttered.

"**What?" **"It got out of control!" he said a little louder. "**I see…" **Mysterio found what he was looking for in the form of the man's switchblade. He raised the knife so that it was in the man's plane of sight before ejecting the blade.

"**I hate it when things get out of control." **

Without warning the hooded man stabbed the knife deep into the man's jugular. Blood spurted from the wound, coating the faceplate crimson. Mysterio threw the man to the ground before going down on him again with the knife. Mysterio stabbed him repeatedly, spilling more and more blood.

"**You had one FUCKING job! And you couldn't FUCKING do it!"** he screamed before ripping the weapon out of Earl's throat. "**AND you!**" He snarled, glaring at the other man.

"It wasn't me!" he screamed backing up in fear. He bumped into a man behind him and spun around to see the menacing red and yellow form of the Shocker. Herman Schultz grinned underneath his mask before looking towards his new boss.

"Ya want 'im as pulp or liquid?" the southerner asked as she raised his gauntlets, leveling them with the man's skull.

"**Liquid. It's easier to clean up." **

Shocker's grin widened before he pulled the trigger. A pulse of pure concussive force ripped through the air, slamming into the thug's skull, liquefying it. The vibrations stopped as the man fell neck first onto the bloody concrete floor.

"Now I'm feeling better!" Shocker exclaimed. **"I thought you would. Miguel, Tyler, get a power-washer and clean this mess up. No evidence. We control the cameras, make sure this stays with us." **

"Yes sir." They replied as two f the men quickly left to retrieve their tools for the cleanup. Mysterio took a cloth from out of his cloak and used it to wipe his mask, smearing the blood. **"Shocker." **"Yeah boss?" **"Round up some guys and hit the bank on Westroad."**

"That's Tombstone's turf." Shocker said. Mysterio held up the bloody knife, looking over its stained blade. **"You're not going deaf, are you?" **he said. Shocker adjusted his gauntlets before moving towards the door. "No, sir." He disappeared into the dark hallway as the door slammed behind him.

The few men who remained picked Elly up from off the ground despite the fact that she was struggling. "**Easy now…" **Mysterio said as the struggling girl looked at her bloody reflection on his mask. **"Who are you? And why the Hell are you even down here?" **

The girl struggled for a moment, trying to find the words that would explain, and failed. Mysterio was growing impatient as he saw the girl grasping for an answer. She had just seen him kill two of his 'interns' in cold blood and Shocker. Technically speaking the man was still in jail thanks to the use of an LMD (life Model Decoy), and some well-placed bribes.

No one in the public or even the underground knew that Shocker was back out on the streets, under his employment of course. With the Kingpin out of the country the crime world was in an uproar as everyone made a mad dash for Fisk's non-existent throne. Mysterio would've ruled the city already if it weren't for Tombstone and Bullseye. The insane assassin was still being paid by Fisk, and his services were well worth the price. No one had really been able to take any significant territory from Fisk. Tombstone had apparently made several power-plays that had backfired. The elusive mobster was trying to muscle his way to the top with simple hired guns.

Mysterio knew that tactic was never going to work. The world was changing. People weren't scared of men with guns, but people with powers. Shocker, while not a mutant or true post-human, had the technology to fill the gap, at least until Mysterio coerced some more brute strength onto his side.

The girl was still trying to grasp for words when she looked down at the tattered newspaper in her hand. Whatever she saw on it affected her greatly. Rage overcame the fear she felt as the image of Spider-Man flashed across her mind.

"M-my names is Forelli!" she exclaimed. The motorbike wearing goons stopped when they heard this before looking at their boss. Mysterio said nothing. He pocketed the cloth in his coat's front pocket before turning back to the girl.

"**As in Morris Forelli?" **he asked. The girl nodded. "I've got access to my grandpa's bank! It's trust funds…everything!"

"**Why would you want to tell us this? Why would we need you after you've told us this?"**

"You'll need me to access the banks! Believe me! Hacking this one will get noticed!" "**Why are you doing this?" **he asked as he stepped closer, signaling the men to release her.

The girl gave a cautious look behind her before returning her gaze to the man across from her. He stood just a few feet away from her. He was clearly the taller of the two and he made sure she knew it.

Elly took a deep breath before glaring up at the man. "Because I know people like you want to rule this city. And I know you'll have to go through Spider-Man to do it. I want you to kill him."

Mysterio stared down at the girl for a moment before he turned around. **"Jared, take her to my office. I believe will have to have a more in depth meeting."**

* * *

**MIDTOWN HIGHSCHOOL, LATER**

Peter yawned once again as the teacher drawled on with his lecture. Peter wasn't listening. He didn't care. He was tired. And the fact that he could teach this class in his sleep didn't help his sleepy mind either.

Mary Jane saw her boyfriend nodding off and quickly crumbled up a piece of paper. While the teacher wasn't listening, she chucked it at her boyfriend only to see him catch it instinctively, no doubt his spider-sense had played a part in his movements.

Peter's eyes blinked open before looking at the paper. He sent a small look at the redhead who pointed to the front of the class. The brunette teen looked back towards the teacher who was still babbling about electrons and protons, things Peter understood since he was twelve.

Peter sighed before looking over at the two empty seats, both behind and in front of him. Mattie and Flash were still gone with no sign of when they'd be back. Peter frowned at this but his concern disappeared as the bell rang.

The class quickly filed out of the classroom with peter and MJ being the last. "I thought you liked chemistry." MJ said as they walked out the door. "I did when the teacher knew what they were talking about. Ever since Professor Warren left things have sucked."

"Sorry Tiger, I know he was your favorite teacher and all but you have to understand. His brother went nuts and tried to destroy the city, you think he'd want to stay here after that?"

"Still…" Peter muttered. He wasn't cold hearted enough to be angry at his teacher, but he was disappointed that he had left.

"Oh buck up. You still got us." MJ said. Peter smiled back at her before nodding. "Yeah…I do have that going for me."

"Parker." The two teens turned around to see Jessica Campbell walking towards them. Behind her stood a reluctant Lana Baumgartner.

"Oh…Campbell…uh, hey?" Peter muttered. "We need to talk." "Do we?" Peter asked. "Yeah, fuck face." Lana growled out.

Peter and MJ raised their eyebrows at the bluntness she used. "Uh…why the hostility?" MJ asked.

"But out red." Lana snarled. "Excuse me?" MJ said, eyes narrowing. She cracked her knuckles as she mulled over the thought of punching the mutant in his face. Peter had been giving her pointers on street fighting, pointers she was hoping to try out on the brunette in front of her.

"Easy MJ." Peter said keeping her from starting a fistfight. "Lana, reign it in girlfriend, no cat fights in this shit sty." Lana reluctantly took a step back before turning away from the group.

"What do you want Campbell?" Peter asked, not bothering to mask his annoyance. "Easy…Bug Boy." Jessica said with a wicked smiled. Peter and MJ's eyes widened as they grasped the hidden meaning in her words.

"W-what are y—" "Play dumb and I'll punch you through a wall." Jessica said popping her knuckles. Peter glared at her as she smiled. The sly grin she had only served to piss off the vigilante more.

"Meet us on the roof. Alone." Lana said as she glanced at MJ who scowled at her.

"Ya got five minutes buddy. Make 'em count." Jessica said as she walked away, waving at them in a taunting fashion with Lana following.

"Can I stab her?" Peter growled out. "No. Not in public." MJ muttered.

"Babe, do me favor and find Mattie and Flash. I need to talk to them about them using their powers the way they did last night."

"Should I tell them that Spider-Man sent me?" she said with a smirk. "Whatever will work." He replied before walking off towards his 'meeting'.

* * *

**ROOFTOP, 4 MINUTES LATER**

Peter Parker opened the door to the rooftop. Stepping out onto the gravel like roof, he saw both super-powered women sitting across from him on the edge of the roof. The two women turned to face him, both wore smug expressions on their faces.

"How'd you figure it out?" he asked scowling at the two. "Wasn't hard Parker. It was all in the details. You got ripped, super-strong and became a lot more self-confident, all in the span of a week. Did you really think no one would notice?"

"This is a high school. Most people are too busy trying to get dates to notice others."

"Well how'd that plan work out for you, shit-head?" Lana muttered as she looked back over at the city.

"What the fuck do you guys want?" Peter snapped.

"Easy their bucko!" Jessica said. "We're just trying to see when we start are whole super-hero gig."

"Not my job." Peter replied.

"I thought you were the one who vouched for us." Lana snarled. "I did. So like I told you in the hospital, Bombshell, don't fuck it up." Peter walked back towards the door before Jessica spoke up.

"Stop calling me Campbell." Peter turned back to look at her with a curious expression. "I go by Jones. Not Campbell. And we'll do what we need to. But trust is a two way street. I don't know if Red downstairs knows about you're little dress up hobby, but you should at least be honest with us. We are gonna be on the same team."

"I'm not exactly a team player. Team ups are one thing, but I'm more of a solo act. And if you want my trust, earn it. Oh yeah, tell anyone else about my secret, and well see how well you fight with broken arms."

"Oooh, so scary. Dude I can be on fire and not get burned. You think I can't take you trying to break my arm?"

"That's about right. And I said arms. Plural." Peter said with a sadistic smirk. "So don't push it."

* * *

**LOCATION UNKNOWN**

Alistair Smythe awoke to a sharp pain in his shoulder. His eyes fluttered open and his vision swam. "Ugh…" he groaned as a wave of nausea overcame him.

"I wouldn't move if I were you." A deep baritone voice said. Smythe looked up from his seat to see a man of above average height wearing a suit with the jacket removed, leaving him in a vest and dress pants.

"The dart housed a specialized toxin. I've already given you the antidote but the side-affects are intense nausea. You'll be fine in a few hours."

Smythe groaned in response as he took a look at the room around him. It looked like the basement of an industrial sight, clearly abandoned. Several tables were set up around the two, atop each one were a set of sharp torture instruments ranging from saws to blow torches.

"W-where…" he slurred out. "Are you?" the man finished as he pulled on a pair of latex gloves. "I'm afraid I can't tell you that as of right now though, I'm meant to 'convince' you to assist us."

"I-in…wh-what…?" "Producing super-humans of course." The man replied before picking up a hammer. "Are you left or right handed?" the man asked. "I'd prefer not to damage a fellow colleague's dominant hand."

"C-colleague?" "Yes. I'm a fellow scientist myself. Disgraced unfortunately. They said was…amoral? I believe was the term used in the memo. But with amorality, comes no boundaries. I made an incredible concoction that enhances the human physiology to near hulk-like levels! However…much like the Hulk, it's the primitive side of the brain that has control."

"My god…you're him." Smythe muttered as he recognized the scientist. He had aged well in the past ten years since Smythe had seen him, but he was still the same. "You're Calvin Zabo…"

The man smiled. "I'm so glad at least one person in the community recognizes me." He said before putting the hammer down. "I've followed your exploits Alistair. You've made quite a few breakthroughs alongside Connors and Morbius. Brilliant, all of them. You too of course, that goes without saying."

"H-how di you…get me?" "Oh we've had men trailing you for a few weeks now. They got you before you could even hail a cab. We made sure that you weren't hurt."

"B=but you're planning to torture me!" "Well that's if you don't comply with us. As I've said we need your help in creating super-soldiers. Post-humans."

"But OZ has been confiscated! SHIELD took everything! It would take me years to recreate the exact formula!"

"But the work on the project is still fresh. We don't need OZ per say…that's too volatile, and my employer want's something of a more manageable caliber. Nothing as unstable as those goblins. We also know that you're more than capable in robotics. That was the original proposal to replace the OZ project when it became too difficult to continue it."

"You want me to work for you?" Smythe asked. "Yes. You'll be paid of course. And given much better leeway here than at Oscorp. Our employer will have final say in the experiments but he has a tendency to trust those with more…experience. It's not a bad deal. Agree now and I let you go with out so much as a scratch on your head, or body."

"O-okay. I'll do it. But…I want to meet this guy." "Splendid!" Zabo exclaimed with a smile before going back to a table and picking up a remote. He pressed a button and watched as the metal restraints unsealed themselves, allowing Smythe to move.

"Wine?" Zabo asked as he pulled a bottle from beneath the table with two glasses. "Ah…yes, thank you." "Think nothing of it. We're partners now. Just deliver as promised and we can get on with our scientific careers. And that little side business of yours stays hidden."

"What?" "We know you've embezzled from Oscorp. But that won't become public unless you disappoint us. So now we're a team. I believe a meeting with my employer will be agreed upon in…" Zabo looked at his watch. "Twenty minutes? Give or take five."

"Who am I working for?" Smyth asked as he took a sip of the wine. Zabo smiled. "That my friend, is the right question."

* * *

**ATLANTA, LINCOLN MANSION**

Lonnie Lincoln stared out the window of his personal mansion to see the water smashing against the side of the beach. The jagged rocks that dotted the sandy shores served as a buffer to the fierce waters below.

"A storm's coming daddy." A female voce called out. The woman who spoke was in her early twenties and had a nice figure. Her black hair reached her waist where it blended with the black business skirt she wore.

Janice Lincoln smiled at the back of her father's armchair ad he stared out at the darkening sky. "My New York territory is being violated." The man said as he slowly rose from the chair. The dim light inn the room revealed him to be almost seven feet tall with pure white skin and two glowing red eyes. His teeth had been filed down to the point they were like sharks.

"You're right, Janice. A storm is coming. And it'll level my enemies like they were made of paper." Tombstone said.

"I'm taking it that you're the storm then?' the girl asked with a smile.

"No. I'm just the man who sent it."

"We going to New York?" "Yes. Pack your things. I have an acquaintance to meet. Now leave." The girl nodded her head before walking out of the room, leaving her father alone.

"I know you're there. Come out an face me." The mob-boss snarled a she looked at the shadows nearest to his window. Out of the shadow stepped a woman dressed in dark-crimson. Tight fitting pants hugged her legs, ending in red and black combat boots. A red halter-top adorned her chest while a red bandana was wrapped around her raven –black hair. A pair of sais were strapped to her legs while she glared at the man.

"So far the Hand has not impressed me with you're stealth abilities." Tombstone snarled.

"If we wanted to remain silent, you would've never heard or seen us." Elektra said in an even tone.

"I don't think so." Tombstone snorted before he felt a cold metal blade on his neck. Tombstone slowly turned his head before the cold barrel of a gun found its way to his temple. Out of the corner of his eye, he could see two ninja-like figures decked in black combat boots and fatigues. The vests they wore were lined with ammo pouches, various kunai and shuriken holsters, and grenades. Out of the shadows stepped at least five more members of the Hand Ninja society. The black masks they wore covered their entire faces with only slim black visors for them to see through. The glowing red lights on their masks made them look like cyber-assassins. Several carried Katanas, while others carried sais. Some even carried automatic weapons like Tech-9 submachine guns.

"I believe you were about to retract that statement." Elektra said. "That remains to be seen. I want you to ensure my hold of New York. I also want to be sure of your allegiance."

Elektra motioned for her ninja's to stand down which they did, removing their weapons from Tombstone's personal space. "I would like you to elaborate."

"You were hired by the Kingpin previously." "That was before his other assassin tried to kill me, again. So yes, you can be assured, as long as my group is paid, you'll have our loyalty."

"Good." Tombstone grunted as he sat back down in his armchair. "You'll go to New York Immediately. I want you start mowing down anyone dumb enough, or anyone who has the balls to screw with my operations. Put the fear back in the name Gravediggers."

"It will be done." Elektra said before she stepped back into the shadows with the rest of her followers.

Tombstone waited a few minutes before clicking on one of the many lamps in the room by remote control. The brightly lit room was almost devoid of shadows now, revealing that the room was absent of all ninjas.

"Fucking assassins."

* * *

**BRRRING! BRRRING!**

Tombstone turned his chair around to face his desk to see his telephone was ringing. He picked up the device and placed it near his ear. "What?"

"**Boss! We got hit again! One of those costumed freaks!"**

"Who? Daredevil?" **"No! Some freak calling himself Shocker!" **"What'd he take?"

"**Were still counting our losses but…it might be…substantial."**

"Give me an estimate." Tombstone said, his anger beginning to boil over. The man on the other end must have heard the near beastial growl because he audibly gulped. "**22 million…maybe more. They took over 40% of our intake."**

"I'm coming to New York." Tombstone said as he stood up.

"**What!?"**

"You heard me maggot. Get a security detail ready for me when I get there. I'm gonna flood the streets with blood. I don't care if it's yours or theirs."

**NEW YORK CITY, NIGHT**

Spider-Man dodged the explosive attack before retaliating with a volley of webbing. Bombshell did her best to dodge but ended up entrapped by a thick cocoon of webbing. She hit the ground face first, thrashing like a caged animal.

"You fucking shit stain!" she screamed as she tried to free her self. Spider-Man leapt from the ceiling to avoid the flying punch that Jessica was trying to perform. She sailed past him, stopped and then shot towards him again.

Peter back flipped off the ground and fired off a web to pull him in midair, dodging to the left. He adhered to the wall and smirked under his mask. "That all ya got cowgirl? Not very impressive."

Jessica touched down on the ground and stumbled, correcting herself before totally falling. The girl glared at the wall-crawler who she was sure was smirking at her.

"Fuck you asshole!" Lana screamed as her eyes glowed yellow. Peter's spider-sense flared up as the wall below his feet exploded in a flash of fire. Spider-Man was thrown through the air, smashing into a punching bag.

"Ow…" he groaned as he saw Bombshell burning off the remains of his webbing with miniature explosives. 'Note to self: make flame retardant webbing.' He mentally grunted as Iron Fist and Luke Cage watched on.

"Interesting. I didn't realize you had that much control over your powers." Danny said as Bombshell removed the rest of the webbing. "Yeah, I've had practice." She muttered.

"Robbing banks?" Luke asked receiving a glare from the young teen. Danny nudged his best friend roughly, but only received a slight grunt in response.

"I thought we we're passed that." Jessica said, leaping to her friend's defense. "Not entirely." Spider-Man muttered as he brushed off some dust from his suit. "You got a second chance. But you need to earn it every day."

"You make it sound like it's sooo easy for you." Lana muttered. "How many skeletons do you have in your closet?"

Peter looked down at his dirtied gloves. For a brief moment his mind flashed back to that night. Blood caked his raw knuckles, the bloodied and mangled form of Caradeen resting beneath him on the cold ground. Blood oozing from the man's demolished face. His jaw was broken, blood pooling from his misshapen lips, left eye fully swelled, about to burst from the excess amount of blood being forced into the muscle.

Spider-Man snapped out of his memory and closed his fist. "I got one too many. And believe me, I wish I could get rid of it."

The two girls gave the teen a curious glance before looking at the other two members of Heroes for Hire. The two shrugged their shoulders before the noise of a beep caught their attention.

Spider-Man raised his hand to his com-link and pressed the button. "Hello?" he asked. "Jess?"

"What?" Jessica said.

"No not you." Peter snapped. "No, Jess that wasn't at you!" he quickly replied while keeping his hand on the earpiece.

"Has he lost it?" Lana asked eyeing the vigilante. "Beats me." Jessica said as Peter continued to speak.

"No I don't want you to shock me…I was talking to someone else! What do you mean unbelievable?! There are other people out there with your name!"

"This is an entertaining moment." Iron Fist said with a smirk. "I liked the fight more." Cage grunted.

"Who's he talking to?" Lana asked. "What makes you think we know?" Luke asked. "Aren't you guys like buddies?" "Not really."

"Then why the fuck did you call me?!...Family prerogative my ass! Wait…repeat that…you're sure?! When did this happen?!" The teen's voce had just darkened considerably, changing from mildly annoyed to barely restrained disbelief and rage.

"What's his deal?" Jessica asked.

"That scheming MOTHERFUCKER!" Peter roared before launching himself out the door. "Hey!" Lana exclaimed. "What about the training?!"

"Something's not right…" Danny said as he got off the wall.

* * *

**OUTSIDE**

'Damn you Fury! Damn you to Hell!' Spider-Man fired off line, after line of webbing as he swung towards his destination: New York harbor. He flew through the air, flipping, rolling and leaping off buildings to pick up speed.

He swung through the air for a good ten minutes, covering more ground than a car could at his speed. As his line reached its end, he let go and sailed through the air before shooting another strand of webbing to repeat the process.

He finally saw his destination in the form of the large dock that separated the city from the harbor. He landed on the edge of the building that overlooked the dock. He perched over the railing and scanned the streets for his targets.

'Where are you?!' he mentally raged, eyes darting all over the place. After what seemed an unbearable amount of time, two figures flipped through the air. One was clearly male while the second was more petite in her figure.

Peter watched as Mattie and Flash landed near the docks while several workers exited the boat. They didn't seem shocked by the sudden appearance of the two teens, and Peter fathomed a guess why.

From the small crowd emerged a single man that Peter immediately recognized. He wore a green military jacket and cargos tucked into military combat boots. His blond hair was cut in the style of a military crew cut, befitting of a man with the title of captain.

Steve Rogers stepped towards the two stunned teens, his costume's shirt showing visibly beneath his coat.

"I can assume you're Mr. Thompson and Ms. Franklin?" he said. The two teens nodded their heads in shocked silence. "Good. I'll take you to the Triskelion. From there you'll be debriefed. Don't worry about friends or family, they'll be safe."

Mattie and Flash smiled slightly before a voice interrupted them.

"I bet you say that to all the kids!" Spider-Man exclaimed as he landed in the middle of the group, separating Cap from the two teenagers.

"Spider-Man!" Mattie exclaimed in shock. "Cool…" Flash muttered as his symbiote retracted into his body.

"What are you doing here kid?" Cap asked. "Stopping you!" Peter snarled. "What?" Mattie asked.

"We're trying to help them." Cap said. "Yeah, turning them into super-soldiers will make everything alright…I can't believe you! Fury doesn't surprise me, but you? Damn you Rogers!"

"What's he talking about?" Mattie asked turning to the Avenger. Cap didn't respond, but simply glared across the dock at Spider-Man. "Care to elaborate, Mr. p—"

"You know what I'm talking about you fucking asshole!" Peter raged. "I thought you were supposed to be a hero! Not a government stooge!"

"What's he talking about?" Flash asked. "There gonna use you!" Spider-Man screamed. "We're training them so they don't go off half-cocked into what you do the way you do it!" Cap barked.

"What?" Mattie muttered as she backed up.

Spider-Man glared at the man in front of him. His claws were unsheathed, body tense. "What I do…is none of your damn business!" Peter snarled. "I knew what I was doing when I put on the mask, but at least I'm not lying to people! What'd you promise them?! That they'd be heroes?! You're just suiting them up for a war that doesn't exist!"

"That war is being fought right now!" Cap barked back. "Post-human threats have never been higher than now. We need everyone we can get to help keep people safe!"

"I'm so done with your lies! There is no war! You just want one so you an feel at home again!"

Steve's gaze darkened considerably. The various agents stationed at the docks slowly moved for their concealed weapons.

"Admit it! You're an old man out of his time! You only feel at home in war! You can't live without one so now you're just willing one into existence! If its to hard for you, just bury yourself with all your friends!"

The dock went silent. The only sound was the waves crashing against the concrete wharf. Captain America stared down the teen vigilante with an enraged look, Peter wasn't deterred.

"You don't get it. I doubt you'll ever get it. You have no idea what loss is like."

Peter snapped. He leapt from the ground and slammed into the leader of the Ultimates, tackling him to the ground. Cap grunted in pain before moving his head to avoid the claw strike on the ground. He retaliated by bringing his fist up, smashing it into the teen's jaw. Peter rolled his head with the punch to lessen the damage, but it gave Roger the space he needed. Pivoting his hips up, he forced the teen up before delivering a second punch to the boy's stomach.

Peter flew back, smashing into the wooden floor. He flipped back onto his feet in tike to dodge the spinning disk of death that nearly took his head off. The shield bounced off several light-poles and landed back in the hands of its owner.

"Stand down kid!" Cap ordered while raising his shield. "Fuck you!" the teen exclaimed before unleashing the four waldoes housed in his backpack. The mechanical arms arched outward, their scythe like tips glinting in the light.

"You don't want this fight." Steve growled as he readied his shield. "You have no idea how wrong you are old man." Peter growled. Everything the man had said had pissed him off. He knew loss, he experienced it more times than any kid his age should've. This wasn't war. This was Captain America trying to justify a broken cause.

"Don't say I didn't warn you." Cap muttered.

Spider-Man launched himself through the air slashing with his waldoes. The blade slashed against the captain's shield before he slammed it forward like a battering ram. Only his super-human balance kept Spider-Man on his toes. He dodged another punch but was met with a knee to the stomach.

Peter gasped in pain as he felt the air leave his lungs. Another blow socked him across the jaw, making his vision blur. Cap grabbed him by the head and brought his knee up, Peter's left waldo slashed the leg as came up, spilling blood onto the wooden floor.

"GRUH!" Cap stumbled back, gripping his leg. Cap felt the cold air brush against bone, alerting the soldier to just how deep the cut was. Spider-Man pushed the advantage as his other three arms flailed wildly without pattern to slice the hero apart.

Cap bashed the arms aside before punching Peter in the throat, robbing him of oxygen. The teen gasped in pain before Cap wrapped him in a headlock, stealing away his ability to breathe.

"Give up son! In a minute you'll be out of air!" Peter gripped the captain's arm breaking the skin with the use of his talons. The captain only grunted in pain and tightened his grip.

Peter could see that his vision was fading. Gripping the Avenger's arm, he unleashed a surge of electricity that coursed through their bodies.

"GUAAAGH!" Cap screamed. Peter slammed him in the ribs, grabbed him by the collar and hurled him towards a stack of crates. The wood imploded under the impact as Captain America hit the ground hard.

Spider-Man inhaled a large gasp of hair before his spider-sense roared to life. He leapt into the air as round after round of bullets smashed into the floor. Spider-Man twisted in midair and hurled one of his web-grenades at the disguised agents. The device clattered to the ground before exploding. The agents were sent flying before snapping back onto the ground like they were hooked to bungees. The thick impact webbing rendered them completely immobile.

Cap tried to stand, but his leg buckled. He gripped the bleeding wound only to feel more pain arch up his body. 'This isn't gonna heal in time.' He cursed before a powerful blow socked him across the jaw. If he hadn't rolled with the punch he was sure his jaw would've flown clean off.

Steve hit the ground hard. Spider-Man grabbed the captain by the head and slammed his head into the ground.

"You're done Rogers! I'm gonna rip your head off!" Peter reeled back his talons and brought them down to remove the soldier's head.

"NO!" A massive mace slammed into the wall-crawler's side, breaking a rib and sending him flying. He smashed into the ground, rolling onto his back where the pain in his side flared up.

"GAH!" he screamed as he gripped is side. He glared up at his attacker, expecting someone like Iron Man or even Black Widow. Instead his eyes widened as he saw Flash, encased in his symbiote, standing protectively over the downed Ultimate.

"F-Flash?" Peter gasped. "You idiot! What are y—" Spider-Man flipped back to avoid the four stingers that pierced the wooden ground.

"Don't insult my boyfriend!" Mattie exclaimed as her bone-like legs pointed their spiked tips at the stunned super-human.

"Mattie? W-why?" Peter asked with eyes wide beneath the mask.

Flash helped the wounded Captain to his feet. "The right thing! Like you're supposed to do!"

"I am! I'm trying to keep you out of their hands!"

"Why?!" Mattie exclaimed.

"Because you can't trust them! Their liars! They twist what you want to make it seem like they can give it to you! It's all a practiced routine for them!"

"We didn't lie to them." Cap said. "They choose what they want for themselves. I give you my word we wo'—"

"Your word means shit to me! You and every one of Fury's little super-soldiers! That all we are to him! Resources! Assets!"

"If you think that then you don't know Nick Fury."

"I don't want to know him! I want him out of my life! To leave people alone and to give us a fucking choice!" Peter screamed. "So what's it gonna be?! Sell your souls to SHIELD? Or live your lives?" Peter asked. His breathing was ragged, his rib ached and he could taste blood.

"We're going with them." Mattie said. "Say for me." Flash responded. "If they're as bad as you say then somebody's got to change them. And its easier to happen from one of their own than someone on the outside." Mattie said.

Peter's rage was boiling before, but now it was an erupting volcano. "Fine." He growled. "It's your lives. Fuck them up however you like!"

Mattie and Flash were visibly taken aback by their hero's response. "Wha—" Mattie Started before Cap raised his hand.

"I know you don't like Fury, or SHIELD, but you need to see the big picture. Things aren't as simple as they seem, and judging these two for a brave choice isn't a right you bear. It's their choice, but they're not to blame."

"You're right." Peter mumbled through his mask as he stepped towards the city. "It's not their fault, it's yours."

"What?' Steve asked.

"All of this. Super-human arms war…post-humans…it's your fault. Because you existed. You were the first real super-human on the face of the planet and now we all suffer from it! Everyone wants an army of super-powered Jack-boots like you! I don't blame them, I blame you!"

The masked teen fired off a web-line before leaping into the air. "You should've stayed in the ice."

**End of Chapter 50! We've almost hit the one year anniversary of my story, and I'm eager to crunch out the next chapter! Please comment and favorite. As always, check out my other stories, I could use the feedback and would love to know what you think of them.**

**Next chapter: Reminisce**


	51. Chapter 51: Reminisce

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**I know it's been a while since I updated, but I've been busy with school and my other stories. This chapter doesn't have much action, but it does work on developing my characters and furthering some of Peter's relationships. **

**Chapter 51**

**Reminisce**

* * *

**New York City**

The night was as usual in the city that never sleeps. All except a single red figure flipped through the sky. The figure pulled a red baton from his side holster. He plummeted to the ground before a thin cable shot forth from the weapon, piercing a brick wall before going taught.

Daredevil swung through the air, retracting the line and smashing it into the side of a building, bringing him towards it. He landed on the roof and rolled to a stop at the very edge. He 'looked' out over the cityscape and gave a very rare smile.

Tonight had been a good night for him. He broke up a mugging, stopped a robbery, and had actually talked down a suicide jumper.

His ears perked, and he turned his head in the direction of another air-born individual.

Spider-Man fired off another web-line bringing him closer to Matt's position. Daredevil smirked as the hero swung near him. Any second now, Peter would swing up to him with some cheesy one liner or greeting.

Matt waited. And waited. He heard Spider-Man swing over him. And he heard nothing. Matt 'watched' as Spider-Man flew over his head and swung back into the city.

Matt continued to stare after the young-man, a frown now present on his face.

"Something's wrong." He muttered.

He quickly pulled out his weapon and fired the grapple into the air, snagging it on the edge of a balcony. He flipped the switch on the side of the Billy club and was pulled into the air, swinging after his wayward friend.

* * *

Peter was furious. Enraged. Inflamed with raw hate, all towards SHIELD. Mattie and Flash, they were both idiots. Trusting someone like Nick Fury and his black-suited goons.

Then there was Rogers. Captain Steven Rogers, better known as Captain America, had just told them that they had done the right thing. That ignorant old man had just signed on with two high schoolers being trained as secret agents for a counter-terrorist team.

Even worse than that, the old bastard had lectured him on loss. Him! Of all people! Peter had lost so much and that all-American ass claimed Peter had no idea of what loss was! He had lost more than he should have. He lost his parents, Gwen, Uncle Ben, Harry, and now his friends were being shanghaied into SHIELD.

Spider-Man swung around the bend of a building but saw a slim shadow next to his own.

'What the?' Peter thought before flipping around in midair. He fired off a slew of webbing without aiming, hoping the scatter shot would capture his stalker.

Daredevil flipped over the webbing before sailing over his younger companion. He landed in a roll on a roof, followed shortly by Spider-Man who landed perfectly on the roof.

"Little quick to the trigger there, ace." Matt said.

"Sorry, but…ya did sneak up on me." Peter replied.

"Don't you have a sixth sense?"

"Oh, yeah…" Spider-Man said scratching the back of his head.

Matt looked a little put off by his tone before his brow narrowed in confusion.

'No witty retort? Something's bugging him.' Daredevil sighed, pocketing his Billy club. "So what's got you so wound up?" he asked.

"Huh?"

"You completely blew me off when you passed me, no 'What's up DD' or 'How's it hangin Matt'. You just swung over me. And then there's the fact that you're so jumpy right now. Seriously, if I hadn't dodged, I'd be a pile of webs on red brick right about now."

"I Just…I had a lot on my mind. It's nothing, I'll get over it."

Daredevil wasn't convinced. "Really? This have anything to do with why you bailed on training tonight?"

Spider-Man looked up at the red-clad hero in surprise. "How di—"

"Cage called. He said you got a call and freaked out. So I'm pretty sure it wasn't nothing. If you want to keep it bottled up, fine. But if it's going to start affecting you, and more importantly the team, I need to know."

Peter looked at his defacto-mentor and sighed. "I…I just met with some friends."

Matt raised an eyebrow. "I assume it didn't go well."

"You don't know the half of it." Peter replied bitterly as he recalled all that happened in the past hour.

"Then explain it to me." Daredevil replied leaning against the building's railing.

"It's a long story…"

"I have time. So talk."

Spider-Man sighed and hopped over the railing, sticking to its side, right beside his devil themed ally.

"My friends…have powers. I found that out pretty recently."

"And I assume you didn't bother to mention it to me or the others, right?"

Spider-Man looked up at him with a small glare.

"I didn't want them involved in this! Hell, the only reason I even suggested Bombshells and Jones join was to keep them from going criminal! Mattie and Flash had nothing to do with the lives we live!"

"Easy." Matt said holding his hands in surrender.

"I'm sorry Matt…But, they're my best friends…Hell, they don't even know what I am. Mattie thinks I'm just a mutant who knows her secret. I don't want them in this life. It's not them."

"You want them to be protected. Don't you?"

"The only reason MJ knows my secret was by accident. To be honest…I feel like she's safer actually knowing my identity."

"Then why the secrecy between these other friends. My best friend knows about my double life and we work things out just fine."

"She only knew by accident. But half the time I'm afraid of what will happen to her. I can't help but think what happened to Gwen will happen to her! I can't even-!"

"Pete. Calm down." Matt ordered, seeing his younger friend begin to lose his cool, again.

"I don't want to lose her. I just…now I've lost my friends."

"What do you mean, you lost them?"

"SHIELD found out about them. They got involved and they—They got in their heads! They told them they could be heroes! SHIELD said that! The lying sack of espionage shit-faced bastards told them that!"

"Peter. Were they forced?"

"What? No! No, it was there choice but—"

"Then there's nothing you could've done. I trust SHIELD as much as I can break into it. But it was there decision to make and they made it."

"Don't you dare!" Peter roared. "Don't you dare preach to me about that! You sound just like him!"

"Him?" Matt asked.

"Captain America! SHIELD's poster boy! He said the same thing! He said it was fine turning them into soldiers!"

"I'm sure he didn't mean it that way."

"How would you know?! You're not a soldier! None of us are!"

"We are soldiers, Peter. We're at war. Whether it's with criminals, super-villains or whatever life throws at use, we are soldiers in a very complicated war. One that won't end."

"I can't believe this! I'm in a loop!" He screamed, leaping back onto the roof. "I'm stuck in a fucking loop! One after the other it's the same goddamn thing! War this! War that! There is no war!"

"Peter there's always a war. What defines one is different for everyone. But knowing what your own war is, that's the very first step to winning it. I know my war, I thought you shared it too."

"No! I'm done with this!" Peter screamed, stepping onto the roof's edge and raising his wrist. "I thought you of all people would understand what I was going through!"

Without another word, a web-line fired from his wrist. Spider-Man leapt from the building and swung away from the building, leaving Daredevil to sigh in exasperation.

"You need to wake up Peter. We are at war."

* * *

"I'm glad you recognize the situation." An older voice said.

Daredevil whirled around, drawing his Billy clubs and raising them to a fighting stance. To his surprise, he saw an old woman, with dark sunglasses, sitting in a red and black wheelchair.

"Who are y—"

"I am Madame Web. As for what I want, it concerns my young ward you just saw having a tantrum."

Matt didn't lower his weapons. Something felt off about the woman. It should've been impossible for her to have snuck up here without alerting his sense. In fact, she couldn't have made up here at all! She was crippled!

"I see that you are confused. But rest assured, despite my disabilities, I am quite mobile. Just like you Mr. Murdock."

That did it.

Daredevil threw his baton straight at Madam Web, only to hear it bounce off the brick wall behind her.

"Wha-?" It then clicked. Matt could actually see her. Not the way he normally did. Not with his sonar. He could actually see her.

"You…you're in my head." He growled, finally recognizing what was going on. He was fighting a telepath. A goddamn mind reader and a psychic.

"Aren't you perceptive. I'd like you to know that I appreciate you trying to stop Spider-Man's ridiculous notions."

"They're not ridiculous. I understand where he's coming from, but this isn't the time for him to be getting emotional now."

"I agree. He has a much greater destiny to play. One that he must train for in all haste."

"He is training."

"No. Not your moronic sparring matches you hold in that beaten down shack. This is bigger than you. You and all of your friends, you have no idea what is coming. Nor do you have any idea what that boy will have to face."

Matt could see her smile. He didn't like it.

"I'm going to ignore all the insults you just threw my way and get straight to the point of me asking questions. What threat?"

"It doesn't concern you or your 'team'. It only concerns Spider-Man. I've come here to tell you to stop playing on his foolish dreams."

Matt quirked an eyebrow. "What dreams?"

"Of being a super-hero. You feed his childish notion of being some great vigilante of justice."

"What's wrong with that? He's doing good. He's making a difference, saving lives, helping peo—"

"Not lives that matter." Madam Web responded.

"All lives matter. I don't know who you are, and I don't really care. But if you threaten Spider-Man, this city, or any one of my friends, I will stop you."

Madam Web simply smirked. "I warned you. Let no one forget that."

The woman's body slowly disappeared from Matt's mind.

Matt scanned the area for any sign of the woman but found nothing.

'Damn psychics.' He thought before walking over towards his missing Billy club. He picked up the red weapon while thinking.

If she knew his name, it was probable that she knew the others as well. This would call for some investigations. And if Peter didn't know about this woman already, he might have to pay him a visit too.

* * *

**The Coffee Bean, Next Day**

"They joined SHIELD?" Mary Jane asked quietly, her coffee untouched on the table between her and her boyfriend.

"Yeah." Peter responded solemnly, staring blankly at his own cup.

"Mattie and Flash?"

Peter nodded his head again.

"They joined the shadiest spy agency on the planet, the very same one that is being questioned for covering up the Hulk incident?"

"Yes." Peter said, slowly losing his patience.

"The one that funds the Ultimates?"

"Yes! What part of this aren't you getting?" Peter snapped.

"I'm just trying to wrap my head around this Peter! I'm having trouble believing that two of my friends willing joined the government." MJ said scowling back at her enraged boyfriend.

"Well it happened! And Captain Hypocrite approved of it all! Can't SHIELD just stay the fuck out of my life?!" Peter muttered grabbing his head in his hands.

"Maybe you should talk to them, y'know? Get them to change their minds."

"I tried! I confronted them! I begged them! Pleaded with them!"

"As Spider-Man. Not Peter Parker." She whispered.

"They idolized him! Hell, Mattie's one of Spider-Man's biggest fans! Flash even thinks he's a hero!"

"But you scare them. They may think you're great and all, and you are, but you scare people Peter. And I don't think the beat down you threw on Captain America helped."

"I was trying to save them!" Peter argued.

"But they won't listen to Spider-Man, they don't know you under the mask. But they know Peter Parker. They know you. The lovable, handsome nerd who moonlights as the vicious crime-fighting vigilante. Well, they know you except for that last part." MJ said with a small smile.

"Even if I talked to them, they'll know I got the information from Spider-Man. I take my own photos. They freakin' think I'm like his best friend or something!"

"You? Your own best friend?" MJ said trying to stifle a laugh. "I didn't know your social life was so lacking."

"This isn't funny MJ." Peter said, making her stop laughing. "They'll think Spider-Man sent me to talk them out of it. They won't trust me."

"Then maybe you should show them that you trust them."

Peter looked at his redheaded girlfriend, shock in his eyes.

"No." he said.

"Peter, think about it."

"The answer is no MJ. I'm not telling them. To many people know who I am under the mask already. It's too risky."

"You don't think that Mattie and Flash would sell you out, do you?" MJ asked in disbelief. Not believing that her boyfriend was so paranoid.

"No! But knowing who I am puts them in danger! It puts you in danger!"

"So you're saying if it wasn't for me and Gwen stumbling on you in the warehouse, you never would've told us who you were?" MJ asked.

Peter froze at those words. He was on thin ice now. "No, MJ, I didn't mean to say I didn't trust you! Or Gwen, but I—"

"If we hadn't found you…would you have ever told us?" MJ asked.

Her eyes held an almost pleading look in their eyes. Peter desperately wanted to reassure her. To reassure her that he did care, but he couldn't lie to her either. He promised he would stop lying to her and Gwen when they agreed to help his crusade.

"Peter?" MJ asked, pressuring him for an answer.

"I…"Peter said meeting the girls' gaze.

"No." he said finally, lowering his head.

MJ said nothing for a moment.

Then she spoke. "Why not?"

"I didn't know what you would think. I didn't want to involve you. I didn't want you to get hurt."

"Why would you think that?" MJ asked, genuinely hurt by the truth in his words. "Did you think we were defenseless? Did you think we couldn't take it?"

"I was afraid of what would happen. That you would end up like…"

"Like who?" Mary Jane demanded.

"Like…like my Uncle Ben." Peter said with downcast eyes. "And guess what…" he continued still not looking up. "Gwen ended up the same way."

Mary Jane didn't say another word. She grabbed her brown jacket and stormed away from the table, leaving Peter alone in the center of the room while several people cast glances at him.

He tuned out every little whisper his enhanced hearing caught, every jab about him being a jerk, or how a babe like Mary Jane had ended up with him. The worst part was he couldn't exactly defend himself from the accusations either.

He sighed, eyes staring blankly at the table in front of him. He wanted to crawl into a hole and waste away. He was back to square one in this situation. He had no one to turn to, and no one that could help him.

"Women. They drive ya crazy but ya can't help but love 'em."

Peter looked up to see a Caucasian man in a brown trench coat and an eye-patch. The man was clearly in his late fifties as indicated by the graying sides of his brown hair.

"Uh…" Peter responded, looking up at the man suspiciously.

The man didn't seem bothered by Peter's look as he took a seat cross from the teen.

"Have to say, this place makes some damn good coffee. And believe me, I've had some damn good coffee in my life."

Peter glared at the stranger, waiting for any sign from his spider-sense that he was in danger. When none came he decided to speak.

"Listen, I'm usually a lot nicer to strangers, but I've had a shitty week and I really don't feel like humoring some weirdo. So either get out of that seat and walk away, or I will throw you out of this shop."

The one-eyed man stared at Peter for a moment before leaning back.

"I'm really starting to think that I should add anger-management to your file."

"What?" Peter asked, talons extending from his fingertips.

"Who are you?" he growled.

"Ya don't recognize me do you?" the man said.

"Should I?" Peter responded with a snarl.

"Jesus Christ, kid. You're supposed to be a smart high schooler. I even wore the eye-patch for fuck's sake."

"Eye-Patch?' Peter asked looking at the man. He thought about this for a moment before it clicked. His eyes narrowed in sheer rage.

"Fury." He snarled.

Nick Fury smiled at this. "There may be hope for you yet, son."

"Save it. I'm not even gonna make a racial crack about you pulling white face, I want you out of here."

"Free country."

"Is it?" Peter snapped back. "I thought this was the country of 'any kid with powers gets drafted into your super-human hit squad'!"

"You wanna talk about this? Fine. Let's take it outside."

"I'm not going anywhere with you. You wanna talk, you're gonna have to drag me outta here with an army of SHIELD agents."

"Okay then." Fury said with a smirk. He raised his left hand.

Peter's spider-sense started to tingle. He did a quick look-see of his surroundings to find several men and woman, couples and singles stop drinking coffee and turn their attention to the table he and SHIELD's director were sitting at.

"You've gotta be kidding me." Peter muttered. "Don't tell me that o—"

"Your waitress was an agent." Fury said with another smirk. "So, you want that fight? Or do you want me to pay for coffee and give you a ride?"

"To where?" Peter asked, eyes darting around the room for any chance of an escape route.

"The Triskelion." Fury said.

Peter's blood ran cold. This was it. They were gonna take him down, lock him up and work him over until he'd be begging to be on their team. The teen gritted his teeth before Fury's next words sank in.

"I think your best friend needs a visitor."

Peter looked up at the director in shock. And once more Fury smiled.

"Harry Osborn seems pretty lonely these days."

* * *

The two men stepped into the large black SUV that was Fury's ride. Once the doors shut and the windows were rolled up. Fury pulled his fingers underneath the skin of his neck and pulled off the chameleon mask, revealing the bald black man to Peter once again.

"You always travel with an entourage?" Peter asked looking out the window to see several civilian clothed agents leave the Coffee Bean to follow them.

"Comes with the territory, kid. As Director of SHIELD, even a little get together with a friend becomes a minor military operation. Half the people in that restaurant are highly decorated SHIELD agents. My entire wardrobe was destroyed and replaced with bug-laced clothing with all sorts of nifty little gadgets. My coffee was analyzed by the best of SHIELD's labs to check for chemicals and poisons. I've got three Black Ops snipers in a three block radius and every word I'm saying is being analyzed by our satellites and recorded for the record."

"Holy shit." Peter muttered.

"Signing up for this job is like being the Pope, the Queen of England, and the president of the USA all rolled in one. It's basically signing up to be a paranoid schizophrenic with a big-ass paycheck. But the girls are pretty and I get to smile on all our underfunded side-projects."

"Like you're super-soldiers?" Peter asked rhetorically.

Fury answered regardless of the boy's tone. "Exactly."

Fury started the ignition and drove the car out of the parking spot and into the crowded New York Streets.

Peter was silent as Fury tapped the side of his steering wheel. The one-eyed general looked at the boy and sighed.

"Ya like music?" he asked.

"I guess." Peter muttered.

Fury pressed a button on the dash, turning on the music.

"_Teenagers scare_

_the living shit out of me!_

_They could care less, as long as somebody bleeds!"_

Peter looked at Fury, who in turn, stared at the radio. He quickly clicked the button on the dash, switching the radio off.

"Silent ride it is." Fury muttered.

* * *

**Across Town, Dr. Sofen's Office**

The door opened to allow May Parker to enter the room of the renowned psychologist. She walked into a well-furbished office with an oak desk fitted with a computer, a name plaque and a leather rolling chair, currently occupied by a stunning blonde.

Dr. Karla Sofen smiled back at the elderly woman. May nervously sat down in the chair across from the desk.

"Thank you for coming May." The doctor said, welcoming the older woman.

"I'm sorry to have called you here on such short notice but I just needed to discuss some last minute changes with you." The doctor continued.

"Changes?" May asked.

"Nothing to worry about dear, in fact this is actually quite good for you." The woman said with a disarming smile.

"R-really? Why?"

"I know you've been meaning to set up an appointment between me and your nephew, and I told you my schedule was full, but now there's an opening."

"Really?" May asked, hope creeping into her voice.

"Yep. Unfortunately, one of my patients left the country and in no uncertain terms, cancelled all of our future sessions."

"Oh, I-I'm sorry to hear that." May said with sincerity.

"Oh it's not your fault dear." Dr. Sofen responded. "He had international issues, as he put it. Regardless, I can squeeze your nephew…Peter, was it?"

"Yes."

"Excellent. I can squeeze him into a session about this Sunday. Does the morning work for you?"

"Yes. Thank you!" May said.

"Oh it no trouble." Dr. Sofen said, examining the woman's relief. "May…if I can make an observation."

"Y-yes?" May asked confused.

"You seem stressed. Has the situation with your nephew gotten worse?"

"Uh…what do you mean?"

"May, you're stressed. I don't need a degree in psychology to see that. You must be under a lot of pressure with what's happened in the past year, but I think you could benefit from this type of therapy too."

"Oh, uh…I don't know. I don't think we could afford that. Things are tight as it is and I—"

"Don't worry about the money." Sofen said, brushing the matter aside. "I'll give you this session free of charge. But don't tell anyone, 'kay?" The doctor said with a stunning smile.

"Lie down on the couch there," Dr. Sofen said gesturing to the sofa. "I'll start the session right after I check something."

"Okay." May said, complying with the woman. She walked over to the couch and sat down on the soft furniture.

The doctor walked in several seconds later. She sat down in a chair across from the older woman with a singe gold necklace in her hand. The thin gold chain was connected to a small yellow gemstone that glowed a dull yellow.

The gem caught May's eyes as it rocked back in forth. Her eyes followed the yellow orb as it swung in the gold chain.

"Now listen closely, May." Dr. Sofen started. "I want you to relax…I want you to take deep, slow breaths…"

May followed her instructions, eyes still glued to the swinging jewel. May's breathing began to slow. Soon, her breathing was slow and deep, just as Sofen ordered.

Sofen smiled as she saw another patient go under.

"Very good May. You're feeling so relaxed now, aren't you?" she purred out.

"Yes…" May muttered in a blissful tone. Her eyes felt heavy and her mind was clouded. It was like being in a deep fog, but May had no desire to leave it.

Seeing that the elderly woman was under her power, Sofen smirked.

"Now then May. How about you tell me everything about yourself, and your nephew."

* * *

**Triskelion**

The black SUV barreled down the road that led to Manhattan Bay. Inside, Nick Fury had his eye glued to the road while Peter Parker looked absentmindedly out the window.

"Are we there yet?" He asked again.

"For the fifth and last time, no. And why are you even bothering to ask? You can see the damn building from here."

"Eh…too lazy." Peter muttered.

"Jesus Christ, this is why I don't have kids."

"Yeah, that's why." Peter muttered while rolling his eyes.

"You could be a little more grateful."

"For what? Threatening me into going to the Triskelion?"

"For letting you see Osborn at all. Not even his Ex gets visitation rights." Fury said as the car once again stopped in the heavy traffic.

"Wait, Liz knows he's there?" Peter asked turning to face the director.

"Yep. Odds are Thompson and Franklin do too."

"And you really think they'll be okay with that?" Peter said with a glare.

"They're his friends. Well, Flash and Liz are. But Mattie probably won't sit tight about it either."

"Don't get me started on the teen drama. They nearly had a cat fight yesterday."

"Huh?" Peter asked.

"Franklin and Allen. Nearly tore the room apart until Kaine intervened."

"Wait, Kaine's with them?"

"I needed someone to keep and eye on them. Besides, if it stops him from fucking every chick in a skirt, then that's another problem off my plate. Seriously, what type of libido do you have?"

"How many people has he slept with?" Peter asked. Truth be told, part of him didn't want to know how many more women his clone had slept with in the two days since they reconciled.

"One."

Peter just stared at the man. "He slept with just one of your people and you're complaining?"

"It's not exactly comforting that sex is his favorite pass time. It's not yours, right?"

"Wha-? No! I'm not a sex-maniac!"

"Just checking. Want to make sure your using your upstairs brain instead of the downstairs one. Once ya get a taste of sex, it's a little hard to ignore it."

"Yeah…" Peter said as his mind flashed back to his and MJ's more 'explicit' activities.

"Well look at you. Sixteen and ya already threw out the V-Card." Fury said with a miniature grin.

"Shut up." Peter muttered in irritation.

The car pulled up to the end of the peer, just feet from the edge of the dock. Peter looked at the mile long distance between their current position and the Triskelion.

"Uh…don't we need a boat?" Peter asked.

"Nope." Fury responded as he tapped the touchpad hidden under his dash.

Peter felt the car shift and he looked out the window to see the car lifting off the ground. The tires had flipped onto there sides and were now rotating like rotors.

The van lifted itself off the ground and shot forward, propelling itself across the New York waters.

"You have a flying car?!" Peter exclaimed as he looked out the window in amazement.

"One of the perks of being director." Fury said with a smirk as the car got closer to the island.

* * *

Peter stared up at the massive structure as the car landed on the tarmac. The Triskelion loomed over the vehicle, its shadow casting a dark silhouette across New York's bay.

The car slowly lowered itself on the ground, its wheels retracting under itself, returning to normal tires.

"Welcome to the Triskelion." Fury said, stepping out of the car. Peter followed suit and walked alongside the director, marveling at the massive tower in the center of the island.

"This is your headquarters?" Peter asked, realizing how stupid the question sounded after he said it.

"Yep. Now put this on." Fury said, handing him a thick metal bracelet. Peter looked over the device and saw several glowing blue circuits covering the device's thick shell.

"What's this?" he asked, waiting for his spider-sense to warn him of any danger the object posed.

"Image inducer. You'll see why."

* * *

**Triskelion, Lower Levels, The Vault**

Fury and Peter rode silently down the elevator as the thick steel doors surround them. Peter watched the floor meter decrease through the negative range, indicating they were almost half a mile below ground.

"So…" he started.

"What?" Fury asked not bothering to look at him.

"If we're this far below ground, underneath the bay, is the Vault flood proof?"

"Yes. But the failsafe for any severe breakouts was just installed."

"You mean after the Vault blew up underground and all those meta-criminals got loose?" Peter asked.

"Yeah. None of your rogues got out by the way."

"That's good to know but…I heard from a friend of mine that the X-Men were involved (Ultimate X-Men chapter 15)."

"They were."

"So…what's the new failsafe?"

"We flood the damn place." Fury responded as the elevator reached their destination. Fury walked past the retracting doors with Peter following close behind.

"Flood it?!" Peter exclaimed as they stopped in front of a massive checkpoint. Several cameras fixed onto mounted mini-guns hung from the ceiling as the massive blast doors barred the two's entrance.

"Best way to stop them. Permanently."

"That's ethical." Peter said with a scowl.

"These people lost any rights they had when they altered their DNA to give themselves powers. It was their own choice."

"And mutant criminals?" Peter asked.

"For them its just bad luck. Really bad luck."

Fury tapped the side of his earpiece before speaking.

"Director override, Fury, Nicholas J."

The blast doors groaned before slowly retracting towards the walls. Fury looked to Peter and nudged him in the side.

"Put the bracelet on. Otherwise everyone in here will know who you are."

Peter looked down at the bracelet in his hand and then at the rapidly retracting walls. Peter sighed before placing the device on his wrist. The device seemed to shrink, locking the bracelet onto the teen's wrist.

A blue shimmer appeared around Peter before his form shifted to that of an older man wearing a brown trench coat. He looked like an older version of himself, or to Fury, he looked exactly like his father, Richard Parker.

Fury smirked before leading the disguised teen deeper into the Vault.

As they passed the dozens of cells that lined the thick walls, Peter saw that the only thing separating the prisoners from them was a thin force field of blue energy.

As they walked along, Peter saw some of his own rogues in their respective cells. One that shocked him the most was that of Rhino.

The massive mechanical man was locked in a massive metal contraption that covered both his arms and legs as well as locking his chest and waist into the wall. Several tubes were locked into his body, pumping him full of what Peter could only assume were sedatives.

"I thought he…" Peter said as he saw the villain's eyes slowly move. They opened to reveal a dazed and confused looked.

Fury grabbed Peter by the shoulder and pulled him along.

"SHIELD picked him up and pieced him back together. We've kept him sedated for the most part, but he's still able to move. His body is more machine than man at this point."

The duo passed two more cells, each one occupied with a restrained Mac Gargan, aka, The Scorpion, Vermin, and a powered down Electro, his blue body trapped in human flesh by a power dampening collar wrapped around his neck.

"Wouldn't a collar revert Mac back to human?" Peter asked as he gave the poor creature a sympathetic look.

"We tried it. It didn't work. His DNA was basically grafted into the scorpion strand that Miles Warren dosed him with. It'd be like putting a collar on a human. Nothing would happen."

Peter stayed behind for a moment as he looked at Mac. The feral animal slept soundly in its cage while Electro stared out the field-like window of his own.

"Fury…" he snarled before turning to the man's company.

Electro didn't know why, but something looked familiar about the man. He brushed it off before turning back around to look at the wall of his cell.

Peter trailed after Fury before passing the one of the few cells that was separated by thick steel walls overlapping on top of a blue force field.

"Who's in there?" Peter asked as he passed the door.

"Daddy Osborn himself." Fury said, not looking back.

Peter turned his head to look at the cell. All seemed quiet for Peter, but he was sure inside Osborn was a raving animal on a very short leash.

"So…Osborn…" Peter said finally catching up to SHIELD's director.

"He's unstable. Half the time we find him talking to himself, other times we see him beating on the walls of his cell. OZ messed with his mind. Even worse than his son's."

"Is Harry—"

"You'll find out soon enough. Just walk twenty more feet and you'll see."

They finally stopped in front of a cell that looked exactly like Norman's. Fury pressed a switch on the wall and waited fro the hand scanner to confirm his identity. The red scanner flashed green before beeping in recognition.

The doors slowly slid up, retracting the blast doors to reveal a thin blue shield that separated Peter and Fury from the young orange-clad man inside.

Harry Osborn looked up at his visitors and his eye widened. "Mr. Parker?" he muttered in disbelief.

"What? No Harry it's me."

"Huh?"

"It's Peter." The teen said with a grin.

"But you like your dad!" Harry exclaimed getting up from his cell's bed.

"I do?"

Fury grabbed Peter's wrist and brought it into Harry's view.

"Image inducer. Nifty little gadget, huh?"

"Pete?" Harry asked in amazement. "W-what are you doing here?"

"I came to talk." Peter responded.

Harry looked between Fury and Peter until Peter looked at Fury. The one-eyed man took a few steps back to give the two some space.

"Not the most private setting, but okay." Peter said.

"Why?"

"Uh…why what?"

"Why'd you come here?" Harry asked.

"Uh, let's see, my best friend took an illegal mutagen that turned him into a raging, monstrous psychopath and got himself locked up. I'm paying you a visit so I could talk man! Come on, you're my best friend, why wouldn't I be here?"

"I-I just didn't think that…that they'd let you in. That they'd let anyone in."

"Yeah, but I'm here." Peter said with a grin.

"Okay…" Harry said, still not sure of what to do.

"How's your…'condition'?" Peter asked carefully.

Harry let out a sigh while rubbing his eyes.

"Still working on it." He muttered before gesturing to a metal collar around his neck.

"This thing gives me most of my sanity back and keeps me from hulking out on OZ. But…they haven't found a cure yet."

Peter turned to Fury.

"It's true. OZ was more difficult to treat than we thought."

"Just use that damn cure arrow that Hawkeye used on Kaine! You were planning to use it on me too, right?" Peter snarled.

"Just make a batch for Harry and his dad!"

"It's not that simple. The anti-OZ serum we used on Kaine stabilized his genetic mutation. It didn't take away his powers because it wasn't meant to cure OZ. Even if we did try to adapt it, the OZ strand bonds to the genetic tissue of the host. OZ is locked in, and it's designed to adapt. Even the prototype would resist a cure. That's why our little serum wouldn't work on them, or on you."

"It's fine Pete." Harry said. "As long as I got the collar, it shouldn't be a problem."

"No more crazy temper tantrums?"

Harry opened his mouth to speak before he saw a thin figure move from behind Peter. The goblin sneered underneath his tattered brown cloak.

"_Why listen to this wuss Harry? We could crush his skull! Burn his corpse! Just let me out Harry…I can ignore all that guilt…just let me take the reins!"_

"Harry?" Peter asked following his friend's gaze.

"Nah…no more tantrums."

* * *

**Hell's Kitchen**

The entire warehouse was busy with activity as dozens of men and women lifted, carried, and pieced together several massive machines that dwarfed the size of a car.

"What the Hell are these things?" a street kid muttered as he adjusted his red hoodie.

"What do they look like? Giant fucking robots. Now shut up and help me lift."

Another man said. The teen walked over and helped the man lift a large pipe off the ground and onto the assembly line that split the warehouse in two.

The mechanical part rolled down the moving platform and down to several mechanical cranes being operated by another worker up in the rafters. The man used the crane to lift the part and move it towards one of the three incomplete robots.

The workers standing near the machine gathered around the descending part and caught it as the crane released it. They slowly pushed the pipe into a slot on the robot.

* * *

"How's it looking out there boss?" Shocker asked as he continued to play with a tablet, his feet propped on a table while he leaned back in a chair.

Mysterio stood in front of the one-way mirror that separated his office from the work floor.

"Like a bunch of street urchins piecing together multi-million dollar machinery." He muttered through the voice filter in his mask.

"I think we should get some more muscle, sir." Shocker said as he tossed the tablet on the table.

"I mean, we only got so many guys right now. I mean, me, Zabo, and what's his face?"

"Marko?" Mysterio said, still staring out the window.

"Yeah. But we got that new guy coming remember? Tarantula."

"I'm well aware of him, Herman. He has his own team of super-beings and isn't afraid to use them. But that's where these come in handy." Mysterio said, placing his hand on the glass.

"Machines that will follow orders to the letter. No selfish crooks looking for a quick score, but loyal machines. Beings unafraid of death."

"Ouch." Shocker muttered getting up from the table.

"That hurts…but if ya want some one who isn't afraid of death, I actually might know a guy."

Mysterio turned to his enforcer. "You've peaked my interest."

"Yeah. I knew him back in my old arson days. Smart guy, was reformed though."

"Then how does he benefit us?"

"He WAS reformed. Until about two years ago. He and his girl got into a nasty little accident. Girl didn't make and he took a big hit to the head. Docs say he can't feel a thing. He's got no emotion. And he's a hell of a shot."

"Really now?" Mysterio muttered. "I wouldn't suppose that you know where he's being kept, right?"

Shocker grinned under his mask. "I know the place. Its called Ravencroft."

* * *

**Ravencroft Asylum**

"Marcus Lyman, Patient B118. Lovingly nicknamed Massacre by the NYPD is…" Dr. Ashley Kafka started as she reviewed her latest patients file, she doubled checked that her recorder was still on before she continued.

"After further analysis of Mr. Lyman's condition, I came to the conclusion that he is too unhinged to remain in the psych ward. I've requested to Mr. Pogue that he needs to be transferred to the isolation cells and possibly Ryker's Island. They have the best security for preventing self harm, and harm to other patients. I recommend incarceration only as a method of last result."

The doctor looked down at her files, moving the report to look at the picture a man in his late thirties with shaved brown hair and a cold gaze.

"Marcus Lyman was the victim of an unfortunate bombing at the stock-market. And unhappy client attempted to smuggle a bomb in but was caught by security just outside the building. Despite the attempts by the police, the man detonated his bomb near a crowd of civilians. The resulting blast killed Lyman's wife and caused permanent brain damage to Marcus himself. The result rendered him incapable of feeling any human emotions or making any attachments."

"He was committed to Ravencroft shortly after murdering ten civilians in a mass shooting. While I don't consider myself one to give up on patients, I feel that Mr. Lyman may be a lost cause. I've suggested corrective surgery, but Mr. Pogue refuses for the sake of cost-cutting measures."

Dr. Kafka clicked the stop button on her recorder and sighed, leaning back in her chair. Her day had been stressful enough as it was, and the thought of giving up on one of her patients didn't make it any better. But Lyman had shown no indication of improvement so there was nothing she could do. The surgery was the most viable solution, but without Pogue's approval, she couldn't go through with it.

The doctor swung her chair around and prepared to leave for the night, but she knocked over a stack of files that were lying on the ground. The papers scattered across the floor, causing the doctor to curse.

"Dammit." She muttered kneeling down to clean up the papers.

Her irritated mumbling stopped when she came across a file. The photo showed a patient with red hair and crazed green eyes. Cletus Kassidy, the Carnage Killer. Sent to Ravencroft after the mass murder of over ten innocents and two police officers. He had been the first inmate she'd given up on. But this was because he didn't want to be fixed.

He loved the idea of chaos, he reveled in it. He saw no wrong in killing innocents, but instead found a twisted purpose in it.

The doctor looked back at her tape recorder and then back to the file on the floor. She picked up the paper and returned to her desk, picking up the recorder as she did so.

She pressed the record button again and continued speaking.

"More disturbing news to report. Subject A666, Cletus Kassidy, has shown increased signs of violence and homicidal tendencies since his admittance to Ravencroft."

"I've made repeated attempts to have him express himself through less harmful means, but none have taken. He has no next of kin and no friends. His tendencies are violent and I recommend that he be moved to Ryker's Island as soon as possible and placed under maximum security. No further notes."

* * *

**Triskelion, The Vault **

"Listen Pete…I'm sorry." Harry said, resting his head in his hand.

"About what?" Peter asked, still standing in front of the cell.

"Everything…when I was juiced on OZ I felt…free. For the first time in my life I felt like I could do anything on my own. Not by my father will, not because someone told me to…it was just so…liberating!" Harry exclaimed with a smile on his face.

Peter cringed as he recognized the smile. Not the goofy or cocky grin that was his best friend's, Harry Osborn, but the manic smile of the Hobgoblin.

"Okay pal, step off the crazy wagon again." Peter warned, his eyes flickering to Fury.

"It was so intense! The power! You know what it's like!"

"Yeah…I do."

Images of Carradeen's beaten body flashed through his mind.

"But you come down from a high eventually." He said.

"Yeah…" Harry replied. "But it was crazy…"

"Listen man, I'm gonna help ya through this. Me, Flash and Liz, we're still here for ya. So, hold out just a bit more, kay?"

"It's not like I have a choice right?"

"Not really." Fury said stepping in.

"Sorry but visiting hour is over. Time to go kid."

Peter reluctantly stepped back as the doors to Harry's cell sealed shut.

* * *

"Feel better now?" Fury asked.

"Barely. You thought a little chat with my best friend would fix my mood? I still hate your guts."

"Love the honesty kid." Fury muttered as they walked out of the prison.

"Listen, I don't care if you like me, but all I'm asking for is a little trust."

"Trust? You want me to trust you? You're a manipulative son of a bitch who tricked my friends into joining your little super squad!"

"I never said I was a saint."

"How my mom ever trusted you is beyond me!"

Peter's spider-sense tingled as Fury grabbed him by the shoulder.

Peter turned around to see the enraged look from the Director of SHIELD.

"Watch it kid. You are on thin ice now."

Peter saw the look of anger in his eyes, catching him off guard.

"What…touchy subject?" Peter asked, trying to gauge the man's reaction.

"Think what you want about me, I couldn't care less. But don't start disrespecting you're mother."

"Wh—Oh don't tell me you were in love with my mom! Jesus what is with the whack jobs…first the Jackal now you?"

Fury pulled his hand back and glared at the kid.

"I did love Mary. She was closest thing I had to a sister. So show her some goddamn respect. You owe both your parents that."

"Wait…you knew my dad too?" Peter asked with suspicion.

"Who'd ya think walked your mom down the aisle? Your grandpa was dead by the time they married."

"You…you gave my mom away?"

"Yeah. I told you, she was like my sister."

"Please don't tell me you gave my dad a talk about breaking her heart…you didn't, right?"

"I wanted to…but Mary talked me out of it. Hard to argue when he was involved in our line of work."

"What?" Peter asked. "My dad was bio-engineering professor."

"Damn, I'm just breakin' down walls with you today aren't I? He wasn't a teacher. He was FBI. Bio-Terror Response Unit. How'd ya think he knew what your mom did for a living?"

"They were both…heh…Everything I knew about them…" Peter muttered.

"A lie? Yep. Believe me, they were serious about the science crap though. Mary came to me one day and said: 'Nick, I want out.' When I asked her why she showed me a picture of a little kid. You."

Peter looked up at the man.

"They wanted a family. And for you to have a normal life. I'm actually sorry you never got that life."

"They died in the lab explosion. Was it an accident?" Peter asked.

"Was it actually just a—"

"It was an accident. Big case of shitty luck. I know, kid. I didn't want to believe that it was just chance. Not to them. Not to two of the best people I've ever known."

"So it wasn't Hydra? Or some secret murder plot?" Peter asked with a saddened tone.

"Sorry kid. Sometimes bad stuff happens to good people."

"Yeah…fate's kinda a bitch."

"That she is." Fury said as the two left the building.

"When you made the anti-OZ serum…was that meant specifically for me?" Peter asked as they entered the elevator.

"Yes." He responded.

"Guess it didn't pan out that way, did it?"

"Yeah…but I guess it worked out."

"What?" Peter asked.

Fury sighed.

"I wasn't wrong to make a contingency for you. People with great powers…they don't always make great decisions. But, you're on of the rare few who make the right decisions."

"What are you saying?"

"I ain't saying sorry. But I should've given you more credit."

"Uh…T-thanks…I guess…" Peter muttered in slight surprise.

"Agent Quatermain will take you back to Manhattan. Until then, well keep an eye on your friends."

Peter's rage resurfaced at those words.

"Don't just thin—"

"But, think of it this way, you don't want them in your line of work, but they're in that world already, and better they learn to handle themselves from us, then let them run around getting themselves hurt, or worse, others."

Peter closed his mouth as he reluctantly accepted the fact.

"Besides, we got Kaine here. And unfortunately he's still got a conscience." Fury muttered with a smirk.

A man in a suit with close cut hair and a thin beard approached the duo.

"Sir." Clay Quatermain saluted before looking at Peter.

"Mr. Parker, if you'd come with me."

"Yeah…okay."

* * *

Fury watched as the transport lifted off the Island and flew back towards Manhattan where Peter would be dropped off.

Fury turned around and headed back into the Triskelion.

* * *

He rode the elevator back down to the Vault before stepping out.

He walked briskly down the hall before opening up the cell door to one Harry Osborn.

Harry looked up in surprise before he scowled.

"The fuck do you want?" Harry spat.

Fury stared at him coldly. Then he smirked.

"You got two choices. Stay in this cell to rot away until we find a cure for OZ, or, you can do some good."

"What?"

"I need a team. And I think you'd be good for it." Fury smirked.

* * *

**Unknown Location**

The dark lab was covered in dust, dirt and cobwebs. Light flooded into it as its doors opened after years of abandonment.

A gorgeous woman in a tattered black dress stumbled into the room, collapsing onto a nearby table.

She panted in exhaustion as he looked over her body. Her dress was in tatters, her plan had been ruined, and now she was exhausted, her healing factor had drained her of all her energy.

She slumped against the table as she sneered in anger.

"Damn them!" she cursed.

Ana Soorya released a sigh of irritation before placing her hand on her stomach. She gently rubbed it with a small smile gracing her lips.

"Still…my plans haven't been completely ruined…" she purred as she felt the life within her pulse at her touch.

"Ssshhh…" she whispered soothingly. "Don't worry…mommy's here…and eventually…daddy will be too."

* * *

**Another chapter done. Sorry if there was little action, the next one will have a lot and be warned, more heart ache is to come!**

**Next Chapter: Choices!**


	52. Chapter 52: Choices

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 52**

**Choices**

* * *

**New York City**

**BARAKARAKAKA!**

Spider-Man dodged the hail of gunfire all the while humming to a car jingle he had stuck in his head.

He flipped through the air before unleashing a slew of web-shots that struck the bank robbers, trapping them in the adhesive webbing.

The vigilante landed on the ground before kicking a thug in the back, sending him tumbling into his compatriots.

"Damn you!" the thugs screamed before a ball of webbing sealed his mouth shut.

"Tsk, tsk. There are kids around here." Peter smiled sadistically under his mask.

The sounds of police sirens alerted the teen to the imminent arrival of the cops. He fired a web into the air, snagging it on a building before leaping up into the air.

"Another robbery stopped." Spider-Man muttered as he swung through the air.

'Things have been more hectic than ever! This is the fourth robbery today alone!' he thought.

"Geez I wish MJ didn't have to go out with her aunt today." He muttered as he flipped in the air. "Having someone to talk too would be much better than this."

He fired another web-line before pulling himself onto the wall of a building. He looked at his web-shooter's display screen and tapped into the city's security cameras for any other disturbances.

"Nothing? Really?" Spider-Man asked in disbelief.

"That's just typical." he muttered.

**WEWHOOWEWHOO!**

Peter looked down at a fire truck, its sirens wailing,

"Is it bad that I feel excited for this?" he questioned before leaping into the air.

He fired a web-line and swung after the speeding vehicle.

* * *

The fire raged as people ran, smoke billowing from the house-shaped inferno.

"Well fuck me." Peter muttered as he perched on the edge of a building.

The fire had engulfed last five floors of the building, turning the once nice apartment into a blazing catastrophe.

The fire fighters reached the curb and hopped off the truck. The broke out the hose and nozzle and rushed towards the fire hydrant.

Three firemen ran into the building charging up the steps until the reached the smoke filled stairwell.

"Come on!" the lead man said.

"The fires on the top five floors! Anyone in there?"

"That's why were checking it out!"

* * *

"Andy stay on the ground!" a man shouted as he kept his son below the smoke.

"Dad I can't breathe!"

"Just keep your head down! We'll make it through this!" the father stated.

He looked around frantically trying to find a way out, but the fire had spread through most of the apartment.

**KRASSSAH!**

The dad turned his head to see a trio of firemen stepping into the room.

"Is anyone here?!" the lead man shouted.

"Here!" the father cried out as he gestured towards his son.

"It's okay Andy, we're saved!"

The boy looked up as two of the firemen grabbed his father and pulled him up.

The third grabbed the small boy and lifted him into his arms as the room around them began to shake.

"Emilio!"

The floor above the two broke, allowing a massive pile of burning wood to separate the two from the remaining fighter and the boy's father.

"ANDY!"

"Sir! Get back!" the fireman screamed pulling the father away from the pile of burning wood.

"Emilio! Are you alright?!" the second fighter screamed.

"Kaf…kaff…" Emilio looked down at the young boy to see he was okay.

"We're fine! But the damn floor collapsed!"

"Can you see an exit? A fire escape?!"

"No! Get the dad out of here! We'll find another way out!"

"Keep moving and stay clear of the smoke! We'll come back for you!

"NO! ANDY!" the man screamed

"DADDY!" the young boy screamed back in fear.

"Sir! Come with us! Emilio will get him out!"

The two men pulled the reluctant father out of the burning apartment and into the stairwell.

"It's okay kid!" Emilio said as he kept the boy close.

"We'll find a way out of this! I'll make sure you see your dad!"

More debris fell from the ceiling, releasing more flames and smoke onto the two.

"GAH!"

"AAAHH!"

**KRARSSAHH!**

The two saw a window shatter as a red and black clad figure rolled into the room.

Spider-Man turned to see the firefighter and the young child, right beneath a crumbling floor.

"Duck!" he shouted.

The firemen looked up to see a collapsing ceiling.

**THWIP!**

A large net of webbing slammed into the ceiling, it was quickly followed by more blobs of impact webbing to seal it together like wet cement.

"Move!" Spider-Man shouted.

The firefighter ran towards the vigilante as he motioned towards the window.

The man looked down to see they 12 stories up.

"We won't survive that jump!"

Spider-Man fired a web-line to the man's waist and attached it to the windowsill

"Ever bungee-jump before?" he asked.

"Uh…once."

"Then you'll be fine." He said.

**KREEKK!**

The two me looked up to see the webbing holding the ceiling was burning, and the floor above was threatening to collapse.

"Go!" he shouted.

The fireman glanced at the hero before looking down at the ground below.

"Don't make me push you." Spider-man threatened.

"What about you?"

"I'll check for anyone else! Now go!" He shouted, pushing the man out the window.

He watched as the fireman gripped the child tighter as they fell.

The line went taught before they bounced up. The line repeated the action until they were left dangling a few feet off the ground.

"Okay…now…" he closed his eyes and concentrated on his hearing. He did what Matt had taught him, ignore everything else, focus on the sound, focus on one sound.

And he heard it.

"HEEELLP! PLEASE!"

Peter let the sound fade as he returned to his surroundings allowing his senses to catch up with him.

His spider-sense flared, alerting him to the crumbling ceiling. He smashed through a wall, allowing the apartment behind him to crumble to the ground.

"Gah…" he muttered as he brushed flames off of his suit. He grunted as he saw the tiny scorch marks on his costume but pushed it to the back of his mind when he heard the screams.

"Two people…kids!"

He shot from the ground, smashing through a burning door. He instantly regretted it as the flames burst to life with new vigor at the additional oxygen that flooded the room.

"Gruh!"

He fired off several globs of impact webbing that weakened the flames, but it didn't extinguish them.

"Note to self, make flames retardant webbing!"

He quickly pushed through the flames, smothering them with as much webbing as he could while he fought his way to the screaming kids.

He finally reached his destination in the form of another burning apartment.

This time however, the living room was deserted.

"I know you're here! I'm not gonna hurt you!" he called out.

He saw movement near a closet and turned to see it close. He wrenched open the door to see two young girls huddling in the corner.

"Come on!" he shouted.

They coward in fear at the masked vigilante.

"We don't have much time! Take my hand and come on!" he shouted.

The youngest of the girls began to sob in fear.

"Oh you've got to be kidding me…" Peter muttered. "Listen, I'm not gonna hurt you just come wi—"

The second he extended his hand the girls pushed themselves up against the wall harder.

Spider-Man turned to see the fire was only getting worse. He looked at the girls and then back at the burning room.

"Fuck it." he said. Without a second thought he pulled off his mask to show them his face.

The girls looked at him in shock.

He held out his hand again and offered it to them.

"See? Just a guy. Now come on!"

* * *

"This sucks." A girl muttered as she walked through the crowded streets.

"My first day off and I can't think of a single thing to freaking do!" she muttered.

She looked around at the large crowd and sighed before adjusting the hoodie she used to cover her blonde hair.

She continued to walk before the smell of smoke caught her attention.

She looked up to see an apartment complex was burning. Dozens of people surrounded the accident sight as the firefighters tried to put out the inferno.

The girl looked at the crowd and saw pieces of flaming debris falling all around the street.

"Oh Coulson's gonna kill me for this." She muttered.

She sprinted into an alleyway before throwing off her hoodie. She removed the yellow t-shirt and black skinny jeans she wore to reveal a sleek-black bodysuit that left her arms exposed.

"Okay…" she breathed. "Time to be a hero."

* * *

Spider-Man broke through another wall as he carried the two girls on his back. He slipped his mask back on to stop himself from inhaling anymore smoke.

'Damn!' he thought as he looked at the raging inferno around him.

He tried to smother the flames again with his webs but found it barley halted the fire.

"I'm scared!" one of the girls cried as she clung tighte to the teen's back.

"It's okay kids, I'll get you out!" he shouted back.

'Yeah right! Dammit Parker! Think! In less than a minute these girls might die from the smoke!'

**FWOOOSSHHH!**

Spider-Man turned to see all the flames in the area were being sucked out one of the nearby windows.

"What the…"

Not one to look a gift-horse in the mouth, Spider-Man lunged for the opening it made and crashed through the window.

He fired a web-line onto one of the nearby buildings and swung down to the street below.

He let the kids off his back and saw the fireman he had rescued returning the son back to his father.

Spider-Man saw that most of the crowd wasn't looking at him, but behind him.

He turned around to see a single flying figure completely engulfed in flames, absorbing the remaining fire from the building.

"Oh…guess Johnny's out an about. Could've sworn he was in space though."

Spider-Man fired off another web-line and puled himself past the flaming being.

"Johnny! Meet me on the roof!"

* * *

Spider-Man landed on the top of the adjacent building and waited. He patted his suit free of any soot or scorch marks, coughing as he inhaled some dust.

He coughed for about a minute until he saw a light shine from behind him.

"Hey Johnny, I thought you were off in spaaaaccceee…who are you?"

In front of Peter stood a woman completely engulfed in orange fire.

"Well I'm not the Human Torch, am I?" she said.

"Uh…unless you got a sex-change since the last time I saw you, no."

The woman sighed as she touched down on the roof, the flames around her dying at her command. As the flames died Peter got a better look at the woman, and his jaw dropped.

"Liz?!"

"Hey Pete." Liz Allen said as she brushed her hair back behind her ear.

"You look…uh…different." He said as he saw her in her form-fitting outfit. "In a good way, I mean! Just, didn't know you were into spandex was all."

"Yeah, well my eyes are up here." She said teasingly.

"Sorry." Peter replied sheepishly, rubbing the back of his neck.

"So, you just had to play the hero huh?' Liz said with a small smile.

"I could say the same for you."

"Yeah, well, I was in the neighborhood." She said with a smirk.

"Yeah…about that…"Peter growled. "Why the fuck did you disappear?!" Peter shouted.

Liz stepped back, startled by his sudden shift in mood.

"Excuse me?"

"You left the warehouse and joined up with SHIELD! You do realize MJ was beating herself up for that, and so was I! Worse I had to find out from a SHIELD drone that they had you!"

"Pete I…"

"No. You know what? I'm moving past it." He said holding his palm out to stop any excuse.

"I'm sorry." Liz said.

"Just forget it." He said.

Peter sighed and hopped onto the building's ledge, sitting down on the stone surface.

"How ya been?" he asked.

Liz smiled a bit before walking over and sitting down next to him.

"I've been better." She said.

"SHIELD sucks that badly? Should've figured."

Liz frowned.

"Pete, I know you hate their guts, but they're not the worst people in the world. I know they don't exactly work off a moral compass, but they do the job that no one else wants."

"Being douchebags isn't that hard." Peter grunted.

"Peter." Liz said sternly. "SHIELD is protecting people who can't protect themselves. They have a shitty view of the world, that I admit, and they do too! But they've done plenty of good in the long run."

"Please tell me that Fury didn't pitch that to you."

"He didn't. Besides, you should give the guy some more credit, I think he's got a soft spot for you."

"What?"

"Listen, when they found me and Flash—"

"And Mattie."

"Yeah…and her."

Peter raised an eye but Liz continued.

"He offered to train us, or find a way to suppress our powers until we could control them, sure that was blackmail to a degree, but I'm at least able to control my powers. I haven't had any combustion incidents in over a month!"

Liz held out her hand and ignited it. The flames danced on her palm before she closed it, extinguishing the flames.

"I guess that's a plus." Peter said.

"Yeah…and you've got a pair of eyes and ears inside of SHIELD now." She said with a smile.

"Never thought of that…so…how's it going between you and Flash. I mean…after all him and Mattie…"

"Yeah." Liz said with a small scowl. "I'd rather not talk about it."

"Fair enough."

"Speaking of teammates, you know Scarlet Spider, right?"

"Uh…yeah, oh god, he didn't hit on you did he?!"

"What? No! Why would he do that?"

"N-No reason…just, uh…continue." Peter muttered.

"Okay…anyway, is he like your friend or something?"

"Yeah, why?"

"He just seems to know a lot more about us than what's in his file. I mean, he even knew about that mishap that happened on my third date with Flash! You didn't tell him that, did you?!"

"What? No! Listen, he's a smart guy, I'm sure he found out through SHIELD, somehow."

"But SHIELD never monitored us until they found out we had powers."

"Anyway, how are Flash and Mattie holding up?" Peter said, dodging the question.

"Fine for the most part. How are you?"

"Other than having my friends taken away, learning both my parents were undercover spies, and seeing Harry isn't full on psycho anymore, I've been…meh."

"Really? Meh?"

"Yes. Meh."

"Okay, I'll bite. Why are you 'meh'?"

Peter sighed. "Me and MJ…we…sorta had a fight, and I'm not to sure if we ever made up about it."

"What was it about?"

"When Mattie and Flash joined SHIELD, I kinda blew up on them as Spider-Man. MJ suggested I tell them my real identity to make them trust me."

"And you shot that idea down."

"Yeah…the conversation turned to why I didn't want them to know…and then it lead to me bringing up Gwen's death."

"Smooth."

"Hey I'm not proud of it, okay? But I…if they knew, I can't shake the feeling that something would happen to them."

"Then maybe it's a good thing SHIELD found them."

"What?"

"Listen, SHIELD maybe full of pretentious asshole for the most part, but they know they're stuff. If Mattie and Flash get trained, they'll be able to handle themselves. Then maybe, just maybe…you could tell them the truth."

"I don't know Liz..." Peter said, scratching the back of his head.

"Hey, its just a suggestion. But it's your life. Just don't have any regrets."

"When'd you become a wise-man? Or wise-woman in this case."

Liz stood up from her seat and stretched.

"I never said I was one. But…I just saved a bunch of lives, despite the fact that I might be catching Hell for it later."

"No regrets?"

Liz laughed before smiling.

"Nope. I'm gonna live my life with no more regrets. And neither should you."

"Guess not. It was good to see you Liz." He said while standing up.

Liz wrapped him in a hug a second later.

"Good to see you too, Pete."

Peter returned the hug before reluctantly letting go.

"Well…I better get going." She said before her body burst into flames, transforming her into her new identity.

"Say hi to MJ for me she said as she slowly rose from the ground."

"Will do. Hey!" he shouted, grabbing her attention before she flew away.

"Yeah?"

"You got a name?" Peter asked while grinning beneath his mask.

"A name?"

"Yeah. You just made your public debut. Gotta have a name for yourself."

"It's Firestar." She said.

"Firestar." Peter repeated.

"It doesn't sound bad, does it?" she asked.

"Nah." Peter responded. "I think it suits you."

Firestar smiled before shooting off into the air, leaving a trail of flames behind her.

* * *

**Hells Kitchen, Unknown Location**

"Herman, if I may confide in you." Mysterio said as he leaned back in his chair.

Shocker stood in front of the man's desk, arms behind his back. "Sure." He replied.

"Do you know why villains always lose?" Mysterio asked.

"Because the hero kicks their asses?" he replied sarcastically.

Mysterio chuckled before shaking his head.

"No. It's because they're dumb. Take for example, Doctor Doom."

"I don't really think that's a fair assessment." Shocker said before Mysterio raised a hand to stop him.

"Please don't interrupt me."

Shocker remained quiet as Mysterio continued.

"Now, when I mean dumb, I don't mean stupid like that Rhino fellow who Spider-Man tore in half. I mean they lack vision."

"Uh…hate to interrupt again boss, but I don't think world domination is lacking in vision."

"Herman, if you ruled the world, what would you do with it?" the masked man asked.

"Uh…I…I don't know."

"Neither would I! Well…beyond shout at it, I've got nothing. It's so…so boring! What would you do once you were in power? Fix it? Destroy it? Remake it in your own image? No."

"So you're saying Doom is an idiot. Am I hearing you right?" Shocker asked.

"Yes and no." Mysterio replied. "He's a genius, there's no room for doubt about that. But he's so single minded. Destroy the FF. Rule the world. But look where that's gotten him, nowhere."

"Doesn't he own a country?"

"Yes. A country of gypsies, peasants and third-world people. Exciting."

"India seems to be doing good." Shocker replied.

"That's not my point. My point is, where does revenge lead you? What do you get from it? A sense of accomplishment? Sure. A feeling of pride that you've proved yourself the better man? Of course. But it's all fleeting."

Mysterio rolled away form his desk and stood up.

"Herman, when I sprung you from jail, did the revenge ever cross your mind?"

"Revenge? Against the web-head? Well sure it did, but I—"

"But you what?"

"I…I thought it was a waste of time."

Mysterio clapped his hands together in applause before point his finger as his lieutenant.

"Exactly! That is exactly it! It's useless! Even if you did beat Spider-Man to a pulp, blow his brains out, another hero would just swoop in and save the day. Sure, you could come back and kill them, but what's the fucking point? It's one step forward—"

"Two fuckin' steps back." Shocker finished. He looked up at his boss who was staring back at him.

"Oh…sorry boss." Shocker said, realizing he interrupted him again.

"You have the right idea, Herman, my friend. Why get revenge? Why not just accomplish a goal that will actually get you somewhere? That's why people like you and me are the real geniuses."

He walked towards a small fridge in the corner of the room and removed a frosted bottle of wine and two cold glasses from it.

He set the items down on the table before popping the wine bottle.

"Sure, we have the brains to design spiffy tech like the ones we wear now, but the true genius is to have the brains to get away with an actual crime! Money! In less than a few months we have a solid support of man-power, financial backing, and a solid base of operations while simultaneously running the drug trade!"

"And we're keeping our heads below the water. Where the super-freaks can't see us."

Mysterio poured the wine into the two glasses. He handed one to Herman who took it.

"Herman, people like you and me, we're going to rule this city. The freaks maybe the public's source of hope, but we are the backbone. The ones who get things done. And that is why we will win where other shave failed."

Mysterio slide back his mask, partially revealing his mouth, and took a sip of his wine.

Shocker pulled up the seam of his own mask so that it just went past his mouth. He also drank his wine.

"So why not drown ourselves in decadence? Why not enjoy the good life? That's all we ever really wanted."

"Ain't that the dream boss." Shocker said.

"Yes. But, remember, we musn't let the water's of power and decadence—"

"Dull the blade that is our minds. Sorry." he replied sheepishly.

"Hehehe…" Mysterio chuckled. He pulled down his mask and threw the glass at his office window, shattering the drink.

"To us Herman! The true masterminds!"

"To us, boss!" Shocker said with a grin.

* * *

**Solfen's Office, Next Day**

"A therapist?" Peter asked.

"Yes."

"Why do I need it?" he asked, pretending that he didn't already know the answer.

"I'm worried about you Peter." Aunt may responded. "You disappear without telling me, you're involved in taking photos of that awful Spider-Man character—"

"Awful? Aunt May, he's a hero."

"He's a coward who hides behind a mask. In my experience, guys who wear masks have something to hide. And people like that aren't heroes."

"What about the Avengers?" Peter asked as he felt his temper flare.

"They're a public team! And sanctioned by the government! Everyone knows who they are, they're not afraid to step out of the shadows and help the world. Spider-Man just hides in the shadows."

Peter stared at his aunt in shock. He lowered his gaze as he felt his talons dig into his palm, they had ejected from his fingers when his anger rose.

"Aunt May…sometimes things can't come out of the shadows. Sometimes the best good comes from the shadows. The kind no one will know about. The kind no one wants to know."

"Peter, I don't like the way you think of this Spider-Man character. He's not a hero."

"Why can't anyone see that?" Peter muttered.

"What?" May asked.

"Why can't people just admit that he's doing good? Why can't people see he's necessary?!"

"Necessary? Necessary?! Peter he goes out at night and breaks people's bones! He sends more people to the hospital than the police! I'm amazed none of his victims haven't ended up in the morgue!"

"He's not a killer! And those 'victims' deserved it! They were drug dealers! Criminals! The same kind of people who took Uncle Ben from us!"

May reeled back in shock.

"Those 'victims' stole him from me. From you. I can't help but think if I'd…if someone like Spider-Man had been around then…maybe he'd still be here."

"You think Ben would want this?" May asked in horror. "You think he'd want that maniac running around and terrorizing people?"

"The only people that should be terrified are the crooks and leg-breakers that hurt people for selfish gain!"

"And you think Spider-Man isn't like that?!" May shouted.

"I know he isn't!" Peter shouted back.

May stared at her nephew in horror. She opened her mouth to say something, but closed it instead.

After a long moment of silence she finally spoke.

"Dr. Solfen is waiting inside. I'll pick you up in an hour."

Peter opened the car door before slamming it shut. It took all his self-control not to shatter the glass from the window.

He walked up the building's steps with his hands in his pockets. He walked through the buildings office and stopped in front of a young woman working at a receptionist's desk.

"Appointment?" she asked in a monotone voice.

"Uh, Peter Parker to see Dr. Solfen, please?"

The woman typed in some commands on her computer before she nodded. She pressed the intercom switch on her desk and spoke.

"Your 4 O'clock is here Doctor."

"**Thank you Samantha. Send him in."**

"The Doctor will see you now." The girl responded.

Peter shrugged his shoulders and entered the office.

* * *

Inside he found a well-furnished room with a couch-chair and a gorgeous blonde sitting at a desk. The woman looked up to see Peter enter the room.

"I assume that you're May's nephew, Peter?"

"Yeah. That's me."

"Please." The woman said, gesturing to the sofa. "Have a seat while I get things ready."

Peter nodded before he sat down on the sofa. He watched as Solfen removed a yellow stone before pocketing it in her jacket's pocket.

The woman got up from her seat and moved to sit in the chair next to the sofa. She pulled out a recording device and placed it on the table that separated the couch and the chair.

"For the sake of quality, this session will be recorded, per the standard agreement, the only people allowed to hear this are myself and you. Standard doctor-patient confidentiality."

"Okay." Peter said.

"Good." The woman pressed the recorder before pulling out her pin and clipboard. "Where would you like to begin?"

"Uh…listen, I know you probably get this a lot, but I don't need therapy." Peter said, doing his best to sound polite.

The woman merely smiled. "Peter, no matter how cliché this sounds, admitting you need help is the first step to getting it. Your aunt is concerned about some of the hobbies you carry on with, and the activities associated with them."

"Like what?" Peter asked.

"I guess I'll list one of her concerns and I'll allow you to explain. Does that sound good?"

"Sure." Peter sighed.

"Now, from what your aunt has told me, you're employed at the Daily Bugle as a photographer, correct?"

"Yeah."

"And what exactly do you photograph? What's the key subject they have you assigned to?"

"Getting photos of Spider-Man. Whether he's in a fight or just swinging around town."

"And I assume this profession has quite the level of danger to it correct? Spider-Man activities aren't exactly known for subtlety."

"It's an occupational hazard. Nothing I can't handle."

"Your aunt seems to think otherwise. She doesn't like this job you have, especially with someone as dangerous as Spider-Man."

"What?" Peter growled. He could feel his talons pierce his palms as he kept his hands balled into fists.

"Your aunt is afraid of Spider-Man, and she believes that you have an unhealthy obsession with him."

"It's not an obsession, and before you start saying its denial, allow me to say something, it's my job. I'm paid a decent wage to get the guys photos."

"There are plenty of other jobs that pay decent wages…"

"Not as much as this one does." Peter said.

"What about Oscorp?"

Peter's face scowled at the word.

"You had a very lucrative internship for someone your age. It paid well and almost guaranteed you a position in any science career. And from what I've been told, you have a natural gift for that. Why did you quit?"

"It was personal."

"Did it have something to do with the what happened to Harry Osborn? I understand that you and him were good friends since childhood. I can only imagine what that must've been like, seeing him as that kind of monster."

"It wasn't his fault." Peter growled.

"From the reports, it seems like he exposed himself to a drug that—"

"It wasn't his fault!" Peter shouted while sitting up.

"He knowingly used a super-human steroid that Oscorp had been developing for quite some time. I believe that he knew wh—"

"Harry didn't know just how bad that junk would've messed him up. And you don't know shit about Harry Osborn."

Dr. Solfen frowned. "I think that a little harsh, I've read up on him."

"That doesn't mean you know him. And that doesn't mean you know me either."

Solfen smirked. "I think I know you better than you think. I think I know why you seem to favor Spider-Man. I know why you idolize him."

"I think he's a hero. Plain and simple."

"I think he's what you want to be." Solfen grinned. Her smile almost seemed sadistic before it shifted back into her cheerful smile.

"What are you talking about?" Peter asked.

"I think you want to be Spider-Man. I think you see in him, what you wish you could be. From what I've gathered, you're a smart, brave and talented young man with a promising future if you simply used your talents for the right purpose. But there's one more thing that people don't see, or that they choose to ignore. You're angry, Mr. Parker. And you see Spider-Man as the person you wish you could be."

Peter cringed. "What are you basing this on?"

"Your admiration of him seems to stem from envy. He's able to do what you want, but can't. He's able to hurt people you want to hurt, much like that mugger…the one you beat to death."

Peter's blood ran cold.

"I think that you enjoyed killing him, that you had power over someone else. I think that's why you follow around a criminal in a mask. You want to be him."

Peter stayed silent.

"Do have anything to add to this Mr. Parker?" Solfen asked with a smug smile.

"Yeah, we're done here." Peter got off the couch and walked to the door.

"We still have forty minutes." The doctor said.

"Then shove them up your ass!" he screamed slamming the door shut.

Peter stormed past the receptionist who didn't even glance at him. He ran past the doors, sprinting at inhuman speed as he put as much difference between himself and the witch of a doctor he just fled from.

* * *

Karla Solfen smiled as she leaned back in her seat. She smiled to herself before pulling out her cell phone and dialing a number.

"**Hello?" **Aunt may asked.

"May, I just finished the session with your nephew."

"**Already? But it's only been twenty minutes!"**

"He stormed out not even a minute ago."

"**I'll call him and tell him to come back."**

"No, I don't think that will be necessary. We had quite a break through today. Just have him come see me next week and we'll continue where we left off."

"**Are you sure? Maybe I should talk to him…"**

"May, remember, calm yourself."

"**I…I…yes…" **The woman said a she voice leveled out to a near monotone level.

"Remember, just do as I say. I'm a doctor after all." Solfen said with a terrible grin on her gorgeous face.

* * *

**Queens, Parker Residence**

"This is where you've been hiding?" A man said as he stared at the front door of the Parker Residence. "How…unimpressive, especially for you, Peter." The man growled before he stepped onto the porch.

He headed towards the door and tried to open it. The door wouldn't budge.

"Of course they'd lock it." The man grunted before three sphere-like robots tumbled out of his pocket. The spheres hit the ground, deploying eight wiry legs that surprisingly were able to handle their body weight.

The robots crawled up the walls of the house. They dropped in through the chimney and landed in the middle room before scurrying towards the door. They hopped onto the wooden barrier before they unlocked the door, allowing it to swing inwards.

The man in the trench coat walked into the modest household with a scowl on his face.

"To think such a lowly creature could stall my progress." The man growled. He looked around the room but saw no one was home.

"And now my time is wasted." He grunted.

"Peter?" a voice called out.

The man slowly turned to see a young redheaded teen walk into the house.

"I saw the door was open and I…who're you?!" she shouted.

"You know Parker…" the man said as he turned around fully.

Mary Jane backed up as she saw who she was speaking to.

"I guess you'll do then." Doctor Octopus grinned. Four mechanical tentacles tore through his trench coat before wrapping around the screaming girl.

* * *

Peter sighed as he let his legs dangle off the side of the building. He was currently fifty stories up on a building with wind ruffling his hair.

"Gah…" he grunted as he thought back on what the doctor had said. "That bitch doesn't know anything!" he shouted in anger.

"Man…" he moaned, falling on his back.

**BRRRIIINNGG! BRRIINNNGGG!**

Peter pulled out his cell phone to see it was Mary Jane calling. His finger rolled over to the cancel button, but he hesitated. He remembered his conversation with Liz and sighed.

"No regrets." He muttered before he answered it.

"Hey MJ." He said.

"**Spider-Man…" **the voice growled.

"Who is this?" Peter asked. "Where's MJ?!"

"**You tried to stop my rage last time…but Hammer still died…and so will your pretty red-head."**

"Otto!" Peter gasped. "If you do anything to hurt her I'll ri—"

"**Meet me on the Brooklyn Bridge in thirty minutes or she dies. Be punctual."**

* * *

**Brooklyn Bridge**

Sophia Chat had never been this terrified before in her life. She sat in the back seat of her family's SUV with her brother next to her and her parents in the front.

Everyone of them was gripping the seats for dear life as they stared down at the cold New York bay.

* * *

Doctor Octopus stood on one of the many towers that supported the massive bridge. All four of his mechanical limbs were outstretched, two of them held the red SUV containing the family of four, while another held Mary Jane, who clung to the arm for dear life as she was held out in the air.

She looked to the side to see Otto glaring out at the bridge. His eyes constantly swept over the area, searching for something. Mary Jane knew what he was searching for, more accurately, who he was searching for.

"He's gonna stop you!" she screamed.

Octavius spared her a glance before returning his gaze to the bridge. But MJ didn't let up.

"He'll stop you just like last time!"

"He didn't stop me last time. I succeeded in killing Hammer. Spider-Man will fail just like last time."

"He learns." MJ said with a smirk. "Anyone who beats him just gest a ticket for first-class beat down during round two. He'll stop you."

Octavius willed the tentacle closer to him as he stared at the defiant redhead up close. "You really believe that?" he asked with a neutral tone.

"Absolutely." She said with a smirk.

"How will he beat me, when he's too busy saving you?" he said.

His tentacle went slack for a moment, allowing the girl to plummet a few feet before she was snagged by the taut tentacle. The metal appendage lifted her back up again to a smiling Octavius.

"He'll have to choose. Save his girlfriend, or the car full of innocent bystanders. I wonder which one he'll choose?" Doc Oc said with a sinister grin.

MJ just glared at him as she gripped the metal arm tighter.

"It doesn't matter to me." The mad man said as he hoisted the girl off the edge of the bridge again. "Whether you live or die means nothing to me. As long as Parker dies…nothing will stand in my way."

"Is that right!?" a voice screamed.

All eyes turned to see a single red and black-clad human standing atop the opposite side of the bridge. Doc Oc sneered while MJ grinned and Sophia's family stared in shock at Spider-Man.

"I see the little spider has come out to play." Doc Oc shouted across the bridge. "Finally, you will pay for your insolence!" he screamed.

Spider-Man glared at the man through the reflective lenses of his mask. His fists were closed, shaking in near rage. He took a solid breath to calm the urge of his basic instincts, the urge to murder the man here and now.

"This is between me and you Otto. They have nothing to do with this." Peter said as he looked between his girlfriend and the car of four innocents. "How about you just slowly put them back down on the bridge, and we can settle this man-to-man. Or rather amazingly-awesome super hero to whack-job super-villain."

"They're lives mean nothing to me, Parker!" the man shouted.

Peter's eyes widened while Otto continued. "They're nothing but ants beneath my boot. They're less than the pieces of paper that cling to our bottoms! They are garbage, and yet you seem so keen on saving them."

"It's called being the better man. Something you wouldn't know anything about!"

"Is that so Mr. Parker?"

"I don't know who this Mr. Parker is. So why don't you cut the chit-chat and we can skip to the part where I kick your ass and send you off to jail!"

"Playing coy, are we? Perhaps this will clear things up, Peter." Otto sneered with an evilly ecstatic grin. In his free hand, he held a small object, no bigger than the size of a dime.

Even from this distance, Peter could recognize the spider-like shape his personal tracking devices bore.

"I traced this back to you. Imagine my surprise when I discovered who you are! The son of my most reviled enemy!"

"My dad wasn't your enemy, Doc, he wasn't anyone's enemy! This is all Jackal's craziness fucking with your head! It's not you! You and my parents were friends!"

"They were my enemies! They stood against my work! My destiny!"

"Those are Warren's words! Not yours!"

"SILENCE!" Octavius screamed as his arms flailed.

Peter flinched as he saw both his girlfriend and the family shake violently in the madman's arms.

"CHOOSE!" he screamed.

* * *

"Watanabe!" Jean DeWolfe screamed as she ran up to an Asian detective.

Detective Yuriko 'Yuri' Watanabe glanced at her old friend before looking back up at the top of the bridge. "DeWolfe." She replied curtly as she gripped her gun tightly.

"What the Hell is this?!" DeWolfe screamed as she saw the two figures glaring at each other from across the rooftops. Her eyes widened in horror as she saw what Doc Oc was holding.

"It's exactly what it look's like Jean. Hostage situation with one of Spidey's rogues."

"Is there anyone in the car?" DeWolfe asked.

"Yeah…family of four, from what our sniper can spot."

"Sniper? Who's our sniper?"

"Gonzales." Yuri replied as she watched the scene above play out, she didn't dare to look away, afraid that if she did, something terrible would happen.

"Gonzales? We have a hostage situation and we put that trigger happy ass on a gun?!"

"He's a crack-shot, but he's under orders to hold fire." Yuri said.

"You believe he will?" Jean asked as she stared up at the Spider-Man.

"I sure as Hell hope so. Really there's nothing we can do. He won't talk to cops and we take a shot at him He'll drop the hostages."

"So we just have to wait this out?" DeWolfe muttered. "That's fucking great."

"Bright side is that we got Spider-Man here, right?" Yuri asked as she looked at her friend.

"Yeah…"

"We sure he won't endanger the hostages?" Frank Quaid asked as he jogged over to the two detectives.

DeWolfe looked at her old partner and mentor before shaking her head. "No. He won't risk lives unless he's got a plan."

"Not to be a pessimist, but how can you be sure?" Yuri asked.

"Trust me." Jean said, giving her colleagues a knowing look. "I know."

* * *

"What?" Spider-Man asked as he saw Otto stretch his mechanical limbs. He could feel his body tense as he watched the madman hold the lives of five people so delicately.

"I said, choose." Otto declared again. He gestured to both his hostages. "Save the life of your girlfriend, and watch the family of four drown, or do the opposite. Be the hero. Save the many, and let the girl die."

"Your insane." Peter snarled.

"I'm a realist. Attachments are weaknesses. And this is a perfect example of how." Spider-Man glared at the man with sheer hatred. "This is why I will win." Otto said.

"Your morality leaves you predictable. Just like last time. I bested you by threatening innocents."

"Bested?" Peter questioned. "I seem to remember that differently."

"What?"

"Yeah…I remember something along the lines of me kicking your ass and you running out with your tail between your legs. AH! That's right! You threw an air-conditioner into the streets so you could run the like the coward you are!"

"I am no coward!" Otto roared.

"You are a coward. Three people were hurt in that accident. One won't walk again."

"Hundreds of people die every day. Three injuries are nothing to me." Otto said coldly.

"The kid was eight. He was a kid. Now he's crippled because of you. A coward."

"The world is cruel. Why should I be any different? Showing concern, compassion, understanding, mercy, for others is useless! WEAK!"

"Weak? No…no. You know what I've learned in the last year alone? It's that compassion and mercy are virtues that only the strong are privileged to posses. And I am strong. Every person on the planet who cares for someone other than themselves is strong. But you? You were once strong. But now you're less than you've ever been."

"ENOUGH!" Octavius screamed as his tentacles shook violently. Mary Jane and the family screamed as they felt themselves grow closer to being dropped.

"I AM STRONG! YOU ARE INFERIOR! WEAK! NOW CHOOSE! CHOOSE WHO WILL DIE!"

Peter swallowed hard as he looked at the two hostages held in Otto's grip. Mary Jane was hanging on by the edge of her fingertips while the bumper of the car threatened to break off.

Peter's mind raced. Dozens of plans shot through his head as he tried to find the best solution, the best plan to rescue both his girlfriend, and the family trapped in the car.

He had to do something, he couldn't just sit here and wait for the worst to happen. His eyes darted between Mary Jane and the car.

"CHOOSE!" Otto roared. "NOW!"

He couldn't. Peter couldn't choose.

"PETER!" Mary Jane shouted. Tears spilled from her eyes as her fingers clung to the metal arm.

"Please…" she begged. "Do the right thing."

Peter's eyes widened as he realized what was happening. His pulse quickened and time slowed to a crawl as what happened next shocked him and everyone on the bridge.

Mary Jane closed her eyes, and let go.

Octvius watched, stunned as he saw the girl willingly let go of her only lifeline, and plummet.

* * *

The police scrambled as they saw the teenaged girl plummet from the top of the bridge. Yuri grabbed her radio and blared her orders at the top of her lungs.

"GONZALES! SHOOT!"

* * *

On the opposite end of the bridge, officer Vincent Gonzales lay prone on the top of a SWAT truck, looking through the scope of his rifle, the crosshairs lined with Otto's chest.

And then he heard the order.

"**GONZALES! SHOOT!"**

Gonzales narrowed his eye. His breathing stopped as he concentrated. He'd done two tours in Afghanistan, he'd been on the force for eight years. He was the guy who'd shoot first. He was the guy that always hit the mark.

He pulled the trigger.

* * *

**BANG!**

Otto heard the shot and heard the slightest 'ping' as he felt something smash against his tentacle. He grunted as he felt a punch strike him across the side. He stumbled back while his tentacles flailed behind him to support him.

Otto looked down to see a small red blotch on his green trench coat. His eyes widened at he realized what had happened. They'd shot him. And he was bleeding. The spot slowly grew as more of his blood poured through the tiny hole that had torn his flesh open.

With his thoughts in disarray, the car fell from his grip. The family inside screamed as they felt gravity take hold, plunging them towards the deep waters beneath the bridge.

Spider-Man leapt from his perch. He put everything he had into the jump. He dived outwards aiming straight for the car.

He fired off a web-line that snagged the vehicles roof. Using his strength, he pulled himself towards the vehicle smashing into its roof, causing a massive dent to appear in the ceiling. Sophia and her brother screamed as the roof nearly caved in.

Peter leapt off the car, aiming straight for his still falling girlfriend. He spun in midair firing a thick net of webbing, the largest he'd ever fired, and let it hit the car. He cut off the flow of the webbing, snapping the webbing.

His hand trailed down his waist where he plucked a web-grenade from the belt hidden below his waistline. He primed the weapon before hurling it towards the web-covered car.

The grenade sailed over the car before exploding near the wall. Strands of impact webbing wrapped around everything, hitting the bridge and catching the car by its base. The vehicle jerked forward before being pulled back by the high-tensile compound.

Spider-Man turned his head to see Mary Jane quickly approaching the water.

Peter held out his arm and aimed the edge of his shooter at the falling form of the redhead. Wind whipped past their faces as the two teens quickly approached the cold liquid underneath the famous landmark.

Spider-Man calmed his raging heartbeat, slowed his breathing as he enhanced his sight. He let all other senses dull, just as Matt and Kraven had taught him. He let it all go, focusing on the only thing that mattered. He stretched out his left arm, pointing it towards the bridge.

He squeezed the trigger and watched the strands fly.

**THWIP!**

The web-line struck the girl's wrist before going taught. Even through his concentration, Peter heard the snap.

"GAAH!" MJ screamed as she dangled below her savior.

Spider-Man pulled her up to him and grabbed her by the waist. "Hold on!"

He fired off another web-line before swinging up to the top of the bridge. He landed on the support and gently rested his injured girlfriend on the ground.

"Agh…" she moaned, gripping her arm in pain. Peter knelt down next to her and pulled off the lower portion of his mask.

"Mary Jane!" he cried out as he saw the shape her arm was in. It was twisted at an unnatural angle as the remains of his webbing remained stuck to her wrist. He gingerly reached his hand out towards the wounded arm.

"Don't touch it!" MJ screamed as he held her arm in pain.

"It's broken!" Peter said before spraying a coating of webbing on it.

"AH!" MJ screamed again as her boyfriend made a makeshift sling for her arm. He finished the first-aid by wrapping the webbing and sticking it to her neck.

"I know it hurts, but this will have to do until the paramedics get here."

MJ grunted in pain but nodded her head. Peter gently laid her down on the ground as he saw the detectives coming from the other side of the bridge.

"That was reckless." The teen said with a concerned look. MJ forced a smile through her pain and tried to lean up, but Peter stopped her.

"It's what you would've done…I couldn't let you let them drop, so I made the choice for you." MJ said.

"That's not what I wanted…" Peter said as he cupped her face with his hand. MJ leaned into it before smiling at him.

Peter's eyes drifted to her broken arm and raged filled his mind. Mary Jane saw the change in her boyfriend's face. She could see it in his eyes. The hatred, the rage, and starved looked of a man hungry for revenge.

"Peter…" she pleaded as the teen stood up. He pulled his mask down to cover his face before turning away.

"P-Spider-Man! Wait!" MJ screamed as he ran past the detectives.

"Take care of her!" He shouted at them before leaping into the air. He landed on the top of the bridge and looked across it to see Doc Oc was tearing his way through the dozens of cars that blocked the road.

SWAT and police fired at him, but their shots were blocked by the man's tentacles and the dozens of cars he threw at them. The vehicles smashed into the ground, scattering the police as the mad-man scurried away on his four arms. The tentacles shot forward, latching onto a building before propelling him through the air.

Spider-Man leapt from the bridge and fired a web-line, snagging another end of the bridge support and pulling himself closer to the city.

* * *

Otto scrambled on the ground as his mechanicals limbs stomped the ground. He clutched his side in pain, doing his best to keep up the pressure to stop the loss of any more blood.

"Damn them!" he swore as he stumbled into the middle of an intersection. Cars honked at him before he swatted a car off the road, sending it flying into the side of a shop.

"No one wounds me! NO ONE!" he screamed.

"For the love of god!"

Otto turned around and was met with the full force of a blow to the chest by Spider-Man who smashed his feet into the madman's ribs. He smashed into the side of a car, demolishing its door.

"Just…SHUT THE FUCK UP!"

Otto barely had time to react. His left tentacle flew out, swatting the enraged hero away as he tried to pounce on the wounded doctor.

Spider-Man crashed into the ground, but rolled to his feet before he lunged forward. He smashed into the side of a car and lifted it with all his strength. He turned to Otto who was struggling to stand. When the doctor looked up, his eyes widened in fear.

Spider-Man hurled the car at the injured man and Otto scrambled to the side. His tentacles pulled him forward, allowing the car to smash into the ground behind him.

Otto stumbled, trying to stand, and saw Spider-Man leap towards him, barreling him into another car.

* * *

"Dammit! Get us closer!" Norah Winters yelled as her cameraman drove the van through the crowded streets. People were screaming, fleeing their cars in terror as the battle raged a few blocks down.

"Norah, the goddamn streets are blocked! We're not getting through!"

"Dammit." She muttered. She pulled up her satchel and pulled out a digital camera. She popped open the screen and started filming. She kicked open her door and sprinted off down the street, ignoring the calls of her cameraman to come back where it was safe.

Norah sprinted past the screaming throngs until she reached the edge of the battleground. She kneeled down besides a damaged car and peered over the edge, locking her camera on the two beings duking it out in the streets.

* * *

Spider-Man slashed at Otto, his claws scraping against the man's steel tentacles as they struggled against his brutal onslaught. Spider-Man grabbed a flailing limb and threw the man over his shoulder.

Otto's arms slammed into the ground, preventing him from breaking his back. He wheeled around, lashing out with his arms, tearing the streets apart as they whipped the ground.

Peter danced through the attacks, bobbing and weaving under the arms while firing off shots of webbing when he could.

Otto felt an impact web hit him in the arm, trapping his right forearm in a cocoon of thick sludge. Spider-Man lunged forward, unleashing all four of his mechanical arms.

The teen crashed into the man, sending them both tumbling into the street. One tentacle slammed Peter in the chest, throwing him off.

"How dare you!" Otto roared. His mechanical arms flew up to defend him while Spider-Man's waldos slashed at the metal appendages. Peter's rage drove him as his mechanical scythes hacked away at Otto's arms.

"You filth! You trash!" Spider-Man screamed as he continued his assault on the madman.

"How dare you!" Otto roared. A tentacle shot towards peter's face, only to be caught by the enraged hero. Spider-Man grunted as he shattered the appendage, breaking its coils.

Spider-Man flung the man around, smashing him into the cold asphalt. The mad-teen wasted no time in pouncing on the man. His tentacles flailed as they tried to swat at Spider-Man, only to be felled by the hero's waldos. Red scythes clashed against steel coils, sending sparks everywhere.

* * *

Norah watched from across the street as a police cruiser sped around the crowded street before stopping near the edge of the intersection. Captain George Stacy kicked open his door before leaping out of the car. He looked at the middle of the intersection to see the two post-humans tearing apart the streets.

He drew his sidearm and sprinted towards the battle doing his best to avoid the flying debris that sailed overhead. He saw from the corner of his eye, a blonde-haired woman standing behind a car, filming on a portable camera.

He looked up to see a car flying towards her.

"Look out!" he screamed, tackling the woman to the ground as the vehicle smashed into the side of the street, shattering the glass and metal. Norah looked up at her savior, but George's eyes were still locked on the two beings trashing the street with their struggle.

* * *

"GRAH!" Spider-Man screamed as he slammed the doctor into the ground. He gripped the base of Otto's tentacles, while his waldos slashed at the attacking arms. Spider-Man gripped the bases before using all his strength, he could feel the tentacles squirm and writhe as Otto screamed in pain.

"N-NO! PLEASE! NO!"

"GRAAUGH!" Spider-Man screamed as he tore the tentacles form the man's back. Blood spurted from Otto's spin as two more of his limbs were torn from his spine. The remaining tentacle slammed the hero in the head, sending him tumbling back.

"MY ARMS! YOU TORE OFF MY ARMS!"

* * *

"Oh my god…" Norah whispered a she saw Otto crawl on the ground. His remaining tentacle clawed the ground, pulling its owner forward as fast as it could manage.

* * *

"WHERE ARE YOU GOING?!"

Otto turned his head to see the vicious and terrifying form of Spider-Man looming over him. His four scythe-like waldos poised to strike. The man's reaming tentacles rose to defend its master, only to be bogged down by a hail of impact webbing, trapping the last arm on the ground.

"NO! PLEASE!" Otto screamed. Spider-Man's scythes shot down, spearing the man through the shoulders. His cries of pain where ignored as the arachnid themed-hero hoisted him into the air.

He grabbed Otto by the throat, silencing his screams as he started to choke. Peter cracked him across the face, grinning as he heard the satisfying crack. Blood dripped down the man's face from the gash that hovered over his eye.

Spider-Man raised his talons up to Otto's face, showing him the razor-sharp claws. He could see the fear in the bastard's eyes, the same fear that had been in the eyes of the family in the car. The same fear he saw in MJ's eyes. And the thoughts enraged him.

Spider-Man squeezed Otto's throat tighter. He could hear the man choking, but he didn't care. He had to die. The man who had hurt so many had to die.

* * *

Norah lowered her camera as she saw the masked hero strangle Doc Oc. "Oh my god…" she whispered in horror. She could see Otto's feet, flailing above the ground with blood dripping from his wounds.

Captain Stacy looked at the seen in horror. His hand gripped his gun and he raised it, leveling it at Spider-Man's skull.

* * *

Spider-Man roared as he reeled back his claws, ready to end it all. "SAY GOODBYE OTTO!"

**BANG!**

"Guh!" Spider-Man grunted as he felt the built scrape the side of his mask, cracking the metal plates that lined his skull. He could feel blood trickling down the side of his skull, but he didn't stop. He kept chocking Otto with one hand before he turned his head slightly.

"George…"

"GET ON YOUR KNEES! HANDS IN THE AIR!" Captain Stacy screamed.

Spider-Man ignored him before grabbing Otto with his other hand, and he continued to strangle him. Stacy ran forward, gun in hand.

"Spider-Man! STOP!" But Spider-Man ignored him, continuing to crush Otto's throat.

"Spider-Man! Stop! Goddammit think about this! This isn't what you want!"

Again, Spider-Man ignored him.

George's eyes widend as he lowered his gun. "My god…you have thought about this…you're ready to cross that line…"

"GRRRK!" Otto gurgled as he thrashed about in the hero's grip.

"Spider-Man…Peter…please, don't do this. I know I can't stop you. So I can only appeal to you through the memory of my daughter. She was your friend. She way Mary Jane's friend. Please, don't soil her memory, please, let him go. Gwen wouldn't want this."

Peter's grip softened. He turned his head to look the police captain in the eye. George looked at him pleading, his gun hanging limply at his side.

"George…I…" Peter started.

"Spider-Man…if you do this, if you kill him, if you don't let him go this instant, I will bring the full force of the law down upon you, and I will bring you in."

Spider-Man looked at Otto, he saw the bloodied and broken man, and a face flashed in front of him, Caradeen. Peter turned away and tossed the broken villain down on the ground.

"Captain Stacy…I—" George held up his hand to stop him. He pulled up his radio and clicked.

"Were at 45th and 50, I need and ambulance." He turned his gaze away from the broken Doc Oc and looked at Spider-Man. "Leave." He said. "Mary Jane's at 5th &amp; General. Now get out of here before I have you arrested."

Spider-Man turned to look at the police captain, and then back down at Otto's beaten body. He fired off his webs and leapt into the air, swinging away as Norah filmed the whole thing.

* * *

**BOOM! Another chapter done. Did this chapter scare you? Or did you know the outcome? **

**As for Captain Stacy's speech, I admit I did alter it, but it originally came from the Batman Hush story, if you don't know it, look it up on Comicstorian's Youtube channel. **

**Next Time: Chapter 53: Shathra Part 1**


	53. Chapter 53: Shathra Part 1

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**This chapter will incorporate a large amount of the 'Other' stories in the Spider-Man mythos that will eventually incorporate the inheritors. **

**Chapter 53**

**Shathra Part 1**

* * *

**New York City**

"You're sure you're okay?" Spider-Man asked as he fired off another web-line. He launched himself into the air. He stretched out his wrist and shot another line of webbing to continue his journey as he talked.

"I mean, after everything that happened yesterday…"

"**Peter," **Mary Jane said over their com-link, "**It was just a broken arm. Considering who we were up against, I'm surprised no one died!" **

"Yeah…" Peter muttered as he landed on the edge of a building. He sat down on the wall, adhering to it while he hung upside down. "But you still got hospitalized."

* * *

**Lenox Hill Hospital, Manhattan **

"This is just my aunt being overprotective." MJ said as she leaned back on her bed, munching on a cup of Jell-O. She absently poked at the green jelly as she listened to her boyfriend sigh on the other end of the line.

"Hey Tiger, don't beat yourself up." She said.

"**Yeah…I know…but what that bastard did to you…what he would've done to those people…I…I wanted to kill him MJ."**

Mary Jane placed the colored jelly down on her food tray. She brushed back her hair and looked up at the ceiling. "Peter…"

"**I thought about every consequence I would face. I thought of what everyone would think of me. And I still wanted to kill him. I wanted to rip his heart out."**

"But you didn't." MJ said quietly.

"**Yeah…but only because Captain Stacy stopped me. If it was anyone else…I don't know."**

"Then don't think about it." She replied. She heard the squeaking of a cart outside her door. "Sorry, Tiger. I've gotta go."

"**Yeah…I'll see you soon."**

* * *

"Mrs. Watson?" the nurse said as he wheeled in a cart of food. "Were you talking to someone?" he asked looking around the room for anyone else.

"Huh? No, sorry, I was talking to myself. I've been reading a really good book and I was rehearsing the lines." She said with a smile.

"Alright then." The man said as he took a tray of food off the cart and placed it on her bedside table.

"Goodnight." The man said before walking out of the room.

Mary Jane sighed as she looked at the hospital food. "Maybe I should ask Peter to pick up pizza." She mused with a smile.

* * *

**Manhattan**

"Give me the money!" the mugger screamed as he held the family at gunpoint.

The family of three had their backs against the alley wall as the disheveled mugger held the gun up at the father's face. "Give me the money! Give it now!"

The father slowly moved his hand back to get his wallet as his wife held their young daughter close, shielding her from the crazed gunman. The man constantly shifted his gun, pointing it at the man, then his wife, and finally at his daughter.

"I don't see the money in a second! I start shootin'!" he screamed with shaking hands.

"I'm going to give you the money! Just give me a second!" the man shouted.

The mugger retrained the gun on the father. "You talkin' back shitface?! Eh? EH!? I'LL KILL YOU!"

**THWIP!  
**

The mugger tried to squeeze his forefinger to shoot, but found his hand was swallowed by a thick ball of webbing. The occupants of the alley looked up to see the shadow-covered form of Spider-Man, glaring menacingly down at the gunman.

"So picking on people who can fight back is your thing, huh?" Spider-Man growled.

"Y-you!" the man screamed, stumbling back. He fell butt first onto the ground before scrambling up. He tried to bolt out of the alley, but a web-line snagged his back, pulling him back onto the alley-floor.

He looked up to see the menacing form of Spider-Man, standing in the middle of the alley, his reflective lenses showing the mugger his own terrified face.

The man scrambled up, his right hand and gun still made useless by the thick webbing. Using his left hand, he drew out a red switchblade.

"D-die freak!" he screamed, lunging at the masked vigilante. Spider-Man shifted slightly to the left, allowing the man to lunge pat him before he kneed him in the stomach. The man gasped in pain before he was fung back by the impact.

Before he could hit the ground, anoth web slammed into his chest, pulling him back towards the hero. Spider-man caught him by his wrist, and squeezed.

**SNAP!**

"GIAAHH!" the mugger screamed as his left wrist snapped under the hero's incredible strength. The knife fell from the whimpering man's hand as he rested his now shattered wrist on his webbed up hand.

"My hand! Y-you broke my hand!"

"No. I snapped your wrist in two. Learn anatomy shitface."

The next thing the man knew, was that a hard foot smashed into his face, knocking him out cold. His body slumped to the ground, unmoving. Spider-Man turned to the family and saw them looking at him in complete horror.

"Mommy!" the daughter cried as she sobbed into her mother's stomach. The father stood protectively in front of his family, refusing any access t his wife and child.

"It's okay." Spider-Man said as he raised his hands to show he meant no harm. But the family only pushed themselves further up against the wall.

"Stay away from us!" The man shouted.

"No I'm—argh! Forget it!" Peter snapped. He knelt down next to the man and webbed him up next to the wall. He then crawled up the alley's wall before speaking to the terrified civilians again.

"Get out of here. And call the cops…and an ambulance." He muttered. He the leapt out of the alley and swung away.

The family quickly ran from the alley, leaving the beaten thug to hang unconscious on the dirty brick wall.

* * *

All was quiet until the shadows in the alley began to twist and warp themselves. The dark reflections crawled up the wall, swirling together to create a small vortex of inky blackness in the center of the wall.

Wind whipped as trash and litter slowly began to be sucked up into the shadowy vortex. The sudden sensation of the cold wind whipping past his face awoke the beaten mugger, who's eyes drifted towards the black portal before widening in horror.

A long black-clad arm emerged from the portal, its two-fingered claws dug into the side of the bricks as it dragged itself out of the void. The man screamed in terror as his eyes fell on the monstrous creature that now perched on top of the wall.

Twin black wings buzzed as they adjusted to the cold. The creatures mandibles snapped as they caught wind of the scent of her prey. The meal she so desperately craved. Her feet touched down on the ground, followed by her knees as she collapsed in pain.

"_HISSSS!" _it shrieked as it felt its body twist and contort. Her own body was devouring itself. It needed sustenance. The trip through the Astral Plane had taxed heavily on her reserves. She needed to feed.

Her senses caught sight of a single being in the alley, one who was thrashing in a web. She turned her gaze onto the horrified mugger. The man thrashed against the wall in a vain attempt to free himself. His cries of terror were muffled by the patch of webbing that covered his mouth.

The creature rose form the ground, its glowing blue bug-eyes reflected her terrified victim in their gaze. The monster slowly approached the man, its mandibles clicking together in eager anticipation for its first full meal in years.

"MMRHHPH! MRRHP!" the man screamed as the monster grabbed his head with her clawed hands, he could feel blood trickle down his face as the creature's talons split his flesh.

"_KRRSHHH!" _the monster hissed before its insect like jaw devoured the man's head, splitting it in two before slurping up the blood like it was juice. The monster quickly went to work, tearing through the web-prison to reach the man's body. She tore through his clothes as well before devouring the rest of the mugger like it was her last meal.

"_SKREEE!" _it shrieked before turning its nasty maw towards the sky. She sniffed the air twice before her mandible clicked together. She had it. She had his scent.

"_Little spider…run from the wasp…be Shathra's prey!_

* * *

Spider-Man leapt through the air, firing off another web-line as he launched himself towards another building. 'That could've gone better.' He thought to himself as he touched down on the edge of a roof and then leapt off of it, swinging back into the air.

'Maybe aunt May was right. Maybe I am more of a terror than I'd like to admit. I thought I could do the whole vigilante thing without caring what people thought but…'

Spider-Man swung towards an unfinished construction sight, planning to cut through it to get home faster. He swung in closer until his sight blurred. And then it happened.

"AAAARGHH!" he screamed. Blinding pain shot through his mind like a hot poker had pierced his nervous system. His spider-sense was going crazy, everything around him was a threat, everything around him blared danger. He couldn't concentrate, he couldn't think. He let go of the web.

Peter never even felt the wind as he plummeted towards the construction sight. The pain in his mind was briefly dulled as he smashed through the wooden planks and aluminum sidings of the building roof.

He smashed into a stack of concrete bricks before rolling to a stop near the edge of the floor, stopping just short of a fifteen-story drop.

"Ahhh…" he moaned, gripping his head as the pain slowly dulled. "W-what was…what the fuck?" he muttered, gripping his side. He slowly crawled to his feet, using a steel beam to steady himself as the pain in his skull finally faded.

"M-my spider-sense has never…it's never done something like that before." He said.

That's when he felt it. The throbbing in his skull continued, but this time it wasn't painful, it was just intense. He'd never felt a vibration this powerful since his fight with the goblins. His spider-sense was on red alert, making him look at everything around him.

Then he saw a shadow. As fast as he could blink, it was gone. "Fuck…now I'm in a horror movie." He muttered, ejecting his claws. Another shadow passed over him, making him look up, but nothing was there.

A flicker of movement darted past his right side. He whirled around, unleashing a barrage of webbing into and empty stack of crates. The wooden cubes tumbled to the ground as Spider-Man's senses honed in on anything and everything.

Then he heard a hissing noise. It wasn't like a snake, it was more like a bug. Then came the buzzing. The noise echoed off the walls, making pinpointing the sound impossible.

"Whoever you are…come out right the fuck now!"

"_KRRRSSSSHH!"_

Spider-Man back-flipped to avoid the black missile that shattered the floor, demolishing the concrete foundation and sending plumes of debris into the air.

Spider-Man slid back, hand fingering a web-grenade. The smoke slowly cleared as a single creature hovered in the air above the hole she had just made. The monster's twin wasp-wings hummed as her glowing blue eyes burrowed into Spider-Man.

The teen's spider-sense was screaming at him, telling him to flee. "So…you're new." He said. He just needed her to talk, find out who or what she was, then he'd take the upper hand, just like always.

"_Little spider…pretending to be a man…Shathra will feed…Shathra will DEVOUR!"_

With speed's unlike anything he'd ever seen, the monster smashed into Spider-Man. He felt himself go hurtling back before smashing through a set of steel beams, shattering them like glass.

"GUAAGH!" he gasped as the air had fled his lungs with that one blow. He coughed into his mask, and tasted blood. 'Not good.' He thought before something grabbed the back of his neck.

Using all his strength, Spider-Man adhered himself to the floor, stopping Shathra from hurling him through the air again. Or so he wished.

Using all her strength, Shathra tore Spider-Man off the ground, tearing the concrete floor he had adhered to apart. Spider-Man felt himself being hurled into the ground, shattering the floor and sending both beings tumbling down into the hole.

Spider-Man fired off a web, snagging himself as the monster fell to the floor. Instead of colliding with the floor, the monster gracefully landed on all fours before looking up at Spider-man with a predatory stare.

"Okay lady…you're really starting to freak me out."

"_SKREEE!" _Shathra rocketed off the ground. Spider-Man flipped away, allowing Shathra to sail past him while he slashed her with his talons. Shathra smashed into the ceiling above, gripping the steel beams with her talons as blood ran down the side of her leg.

"_KREEAAAHH!" _she wailed before shooting back down. Spider-Man leapt to the sisde, allowing her to smash into the ground. She then rocketed towards hims, slamming into him with the force of a truck.

"GRAH!" he screamed as the monster plowed him through another set of walls. She finally released him by smashing him into a set of crates. Spider-Man coughed as he felt his body screaming at him to flee.

"_Now…Shathra will feed…" _she hissed with glee. Her massive pincers opened wide to devour the downed hero.

**SHLLK!**

"_SSKKREEEE!" _Shathra screamed as two red scythes pierced her shoulders, spilling crimson fluid on both fighters. Spider-Man snarled up at the monster before grabbing her by the head.

"EAT THIS!" he screamed, sending a massive surge of bioelectric fury through his hands and into the monster. Shathra screamed and writhed in agony as she tried desperately to free herself from the prey that had become the predator.

Spider-Man sashed her face with his talons, tearing off a mandible and sending more blood flying. Shathra reeled back in pain, breaking free of the hero's waldoes as she collapsed to the ground in pain.

Spider-man took the brief respite and hurled a web-grenade at the monster, allowing it to explode in her face, burying her in a cocoon of impact webbing.

He fell to his knees as he felt how fatigued he really was. He crawled back and rested his body against a stack of crates, panting before he pulled up his mask to spit out a thick glob of blood. He leaned back as he felt more trickle out of his mouth.

"Internal bleeding…gah…fuck." He muttered.

**SHRRIIP!**

Peter's blood ran cold as he turned his head to see a black hand burst through the cocoon. The claws on the hand tore at the cocoon, tearing through the impact webbing with little resistance.

"How the Hell…" Peter whispered in horror. Soon Shathra burst through the cocoon, screaming in mad ferocity as she laid eyes on her wounded prey.

"_SKKKREEEEE!" _she shrieked before dashing towards Spider-Man.

Putting all his remaining strength into his legs, he leapt up. Shathra skidded to a halt to see her prey crawling through one of the many openings in the ceiling. Shathra leapt from the floor, smashing through the wooden planks.

She hovered in the air, sniffing around for any scent of her prey. She then caught his scent. She turned towards the source and moved forward, only to stop at the sight of a bloody hand print pressed into the wall.

Shathra sniffed the air again and found the scent again, but in the opposite direction. She shot through the air, flying towards another wall where more blood had been placed.

"_NO!" _Shathra wailed as she desperately looked for any sign of her prey.

* * *

"Gah…" Peter grunted as he gently lowered a large propane tank onto the ground. He looked at his webbed up wrist and then back to the stack of flammable tanks.

"Hope this works better on her than Electro." He muttered before kicking open an emergency roadside kit. He pulled out a flare before slashing open his wrist again.

* * *

Shathra smashed through another wall, sniffing desperately for any sign of her prey. Then it hit her. The scent. She shrieked in glee before rocketing through the remaining floors.

She hovered before a bleeding Spider-Man who held a single flare in his hand. The teen smirked under his mask as he stood near the edge of the building. Spider-man cracked the flare open ,allowing the red flames to jut rom its tip.

"Hope you like explosions…" he chuckled before tossing the flare near the propane tanks. Shathra looked at the red light curiously before she saw a small ripple of gas spewing out from a gash in one of the tanks.

She looked up at Spider-Man in terror. Spider-Man waved goodbye before stepping back, allowing himself to plummet from the building's edge. "and collapsing buildings!"

Shathra screamed in rage before the gas ignited.

**BABBOOOOM!**

Fire and heat engulfed the entire floor as the explosion ripped through the building, The foundation shook as the lower supports buckled. Too many steel beams had shattered during the fight, leaving the building powerless to hold itself together. The structure buckled, allowing hundreds of tons of steel and concrete to collapse onto the monstrous creature.

Spider-man tumbled through the air, crashing into a massive billboard sign. He rolled to a stop a few feet from the buildings edge and looked up to see a plume of smoke and debris floating through the sky.

"Hahaha…" he chuckled as he crawled towards an air-conditioner, and leaned up against it. "Well that was interesting." He muttered before limping away.

* * *

Down below in the skeleton of the construction yard, the rubble shifted. A thin hand broke free from the metal debris as Shathra dug herself free of the wreckage.

She hissed in pain as her mandible slowly regrew from the stump on her face. Her shattered and torn leg twisted until it reset itself, allowing her dark flesh to slowly regenerate.

She sniffed the air again and caught Spider-Man's scent. Then, the sound of sirens caught her ears.

"_Little spider thinks he's a man…but the spider must be drawn out…the spider-wasp will feed!" she screamed, shrieking into the night._

* * *

**New York City, Apartment Complex**

"Mmm…" Mattie moaned as she held her boy friend closer, deepening the kiss by shoving her tongue into his mouth. Flash pulled the girl closer to him, bringing her onto his lap as they continued to make out inside the girl's room.

Mattie pushed her boyfriend back so she could straddle his waist, the whole time never breaking contact as they continued to kiss.

When they finally broke for air, Mattie grinned down at her equally happy boyfriend. "So when your uncle's away…" Flash said as Mattie leaned closer to him.

"The kids can play…" she purred with grin.

**KLANG!**

The two teens jerked up at the sudden noise from outside the door. The two looked at each other with slightly worried looks. Flash was the first to speak.

"Is your uncle…?"

"No!" Matte hissed in a whisper. He wasn't suppose to be home until late! He had a massive meeting, no way he could've bailed on that!"

"Then who?" Flash asked.

More sounds came from the apartment's living room. Mattie hopped off the bed, her footsteps touched the floor without a sound. She ever so quietly walked to her door and slowly opened it, making sure it wouldn't creek.

Flash followed close behind as the two walked into the dimly lit hallway. They could see a shadow moving across the floor as light from the living room poured into the hallway.

The two super-powered teens stepped closer to the hallway, with flash on one side of the wall hidden from sight, and Mattie on the other side. She gave Flash a small signal as she readied her muscles for a fight. Flash mentally called on his symbiote. He could feel the creature seep from the pours of his skin and slowly coat his right arm.

Mattie stepped out into the room to see a lone man standing near a photo frame. One of her, her uncle and another man. The intruder looked up from the photo as he saw the girl's reflection in the glass.

"Mattie?" he asked turning around. Mattie stopped moving as she saw who it was.

The man was tall, standing about 6'2 with dark brown hair cut in a military styled crew cut. He had a strong build that his suit emphasized. He easily dwarfed the shorted and more petite Mattie, but he merely smiled kindly at her.

"John!" the girl shouted in glee before embracing her cousin and legal 'brother'. Hey there! Easy kiddo!" John replied with a smile as he hugged his younger cousin.

"When'd you get back?" she asked excitedly.

John smiled as he broke the hug. "Just a few hours ago. I was recently reassigned to New York again, so I thought I'd stop by and see the family."

"Cool! How long are you staying?" she asked like an over-hyper child, nearly bouncing for joy.

"I'm staying for just a few we—" John stopped as he saw a small shadow move from in the hallway. The man moved past his younger cousin, trying to get to the hallway.

"Mattie, do you have someone over?"

"W-what? No! Of course not!" she said nervously. John looked at her before quickly moving around the wall and grabbed Flash who was too late to try and run back to Mattie's room.

"Who are you?!" John demanded, pushing the teen up against the wall. Mattie tensed as she saw her boyfriend's fist clench and become coated in his symbiote.

Flash took a deep breath, calming his nerves and forcing his passenger to retreat beneath his skin. "I'm Flash." He said as calmly as possible, raising his hands in surrender.

"John please let him go!" Mattie whined. John reluctantly let the younger man off the wall. He then turned to Mattie.

"And who is he exactly?"

"He's my…he's my boyfriend." Mattie said with a small blush dusting her cheeks.

John looked at his cousin with a raised eyebrow. He then turned back to Flash. "Boyfriend, huh?" the man said while eying the jock. Flash gulped but extended his hand slowly. "Nice to meet you sir." He said as politely as possible.

"Right…Flash." John said as he shook the boy's hand. He then looked back to Mattie. "Does dad know that he's here?"

Mattie's face paled in horror. "No, but John you can't tell! He'd kill him!" Mattie wailed in fear.

John sighed and smiled,, rubbing her hair as she pouted like a child. "Don't worry. If he finds out, I'll tell him I let you invite him over."

"You're the best!" she exclaimed hugging him again.

* * *

The three sat down on the chairs that surrounded the coffee table as they continued to talk.

"So you're here for a new NASA program?" Mattie asked. John nodded as he looked down at the latest copy of the Daily Bugle.

"Yeah…we're testing a new space shuttle program and they want me on board to help…who exactly is this guy?" John asked holding up the front page of the newspaper. The two teens looked at the photo to see a picture of Spider-Man.

Mattie and Flash cringed at the photo. It was an image taken by Norah Winters on her video camera. The image was that of Spider-Man strangling Doctor Octopus.

"That's…" Mattie started, not sure how to phrase her answer. Fortunately, Flash answered for him.

"That's Spider-Man. He's a hero who showed up about a year ago." Flash said.

John gave the teen a skeptical look before placing the paper on the table. "A hero? If he's a hero I don't think this photo is a good look for him." The man said.

"John, I know how this looks but—"

"Mattie, this guy is strangling a beaten man in the middle of the street."

"Hey man, I know that might seem over the top to you, but that psycho had it covered!" Flash snapped. "That newspaper doesn't do him justice at all!"

John turned to the teen with a scowl on his face. "Flash, I'll be blunt. This is not what heroes do. This guy almost killed a man in the streets. And it also says that he goes around town crippling people. If I'm wrong then please tell me."

"Well…" Mattie said looking down. "He does do pretty dark things…but…"

"But what?" John asked with a curious look.

"Does that paper say who he's crippling?" Flash asked. John didn't respond. "They're criminals. People like muggers, drug dealers and murderers. And I'll admit it, he's a bit excessive—"

"A bit? He's a vigilante that puts more people in the hospital then in jail." John said.

"At least he's keeping the hospitals in business." Mattie said with a half-hearted grin. John turned to her with a disapproving look.

"Mattie, you think this is funny?" he asked. "Vigilantes aren't heroes. They're criminals. And this guy is just border-line psychopath."

"At least he's doing something. Besides that Doc Oc guy had it coming." Mattie said with a scowl. John raised an eyebrow before turning to Flash.

"I got the same opinion of that guy. I'm not a fan of the death penalty, but in this case I don't think Spider-Man was in the wrong."

"He can't just decide to be judge, jury and executioner. Where is this all coming from?" John asked a she looked at his cousin in shock. Mattie grabbed the paper and flipped the page, pointing to a name and a picture.

John read the name and saw a picture of a teenaged girl with red hair. "Mary Jane Watson…who is she?"

"That Doc Oc guy held her hostage over the Brooklyn bridge with a family of four in a car." Flash said.

"He threatened to drop them off a bridge. MJ is our friend. And now she's in a hospital because of that guy." Mattie said. "And if it hadn't been for Spider-Man, she and that family could've ended up in a morgue. And we'd all have another funeral to go to."

John looked at his cousin, shocked by the news. "Mattie…I'm sorry." He said. "I didn't know. Look, I can understand that you would want this guy to pay, but it shouldn't be like this. Someone can't just wake up one day and decide he's above the law. There are rules."

"Yeah?" Flash said. "Well not all those rules work."

John opened his mouth to respond but was interrupted when the teen's cell-phone buzzed. Flash picked up the cell and saw it was a text from Liz. Mattie saw the surprised look on the boy's face and she realized what it was.

"Is Liz texting you?" she asked with a frown. Flash looked up at her with a concerned look. Mattie's frown dropped. "What is it?"

"Turn on the TV! Turn it to the New York News!" Flash exclaimed.

Mattie hopped off her chair and grabbed the remote turning on the TV before changing the channel. The newswoman began to speak.

* * *

_Sharol Burnes: I'm Sharol Burnes, here at the New York News station in Manhattan. I'm happy to announce our guest speaker for those just now joining us._

The camera panned out to show an attractive older woman with waits length black hair. Her eyes were covered by a pair of sunglasses.

_Sharol Burnes: I'm here with Sharon Keller, the jilted lover of New York's very own Spider-Man._

* * *

Mary Jane stared up at the TV in shock before an enraged scowl formed on her face. "That bitch." She muttered.

* * *

**Nelson and Murdock: Attorneys at Law**

Foggy Nelson watched the TV report in stunned amazement before he ran towards his partners door. He flung open the door, ignoring the fact that Matt was bandaging his ribs after his latest patrol.

"Matt!" he shouted.

"Easy Foggy…" Mat muttered as he turned on Peter's sonic buffers. "What's going on?"

"You need to see this!"

"Foggy, you know I can't 'see' things." Matt said with a smirk. The smirk fell as he heard his partner's erotica heart rate. "What's happening?" he asked, getting up off his desk.

Foggy led his best friend in front of the television set where he turned up the volume. Matt sat down as the TV reporter continued.

* * *

_Sharol Burnes: So you were involved with Spider-Man romantically for the better part of a year, Miss Keller?_

_Keller: Oh yes. We we're together for almost eleven months before he called things off between us. I noticed that his behavior as of late was becoming extremely violent and unstable._

_Sharon Burnes: And he began to exhibit this behavior while you were together? _

_Keller: Yes. Then he became increasingly aggressive and savage…this also occurred with his sexual exploits._

* * *

Foggy turned to Matt who was scowling at the TV. "Matt…who is she?" Foggy asked.

"A liar. That's what." Matt growled before he picked up his phone.

* * *

**Queens, Parker Residence**

"Peter, do you see this?" Aunt May said as she watched, eyes glued to the TV. "Spider-Man is a menace. I can only imagine what that poor girl must've went through."

Peter stood in the kitchen hand gripping his cell-phone as he barely heard his aunt. Instead he had to listen to J. Jonah Jameson. **"Parker! Get down there and get photos! This is exactly what we need to ruin that criminal! Move your ass!"**

Peter glared at his cell in rage before MJ's numbered appeared cutting Jameson off. Peter immediately swapped lines and raised the phone to his ear. "MJ…you know she's lying."

"**Of course I know that! Peter, we need to stop her! She's going to keep talking! There's gotta be someone at the Bugle or something that can tell she's lying!" **

"Jonah won't here it. He's gonna spin this like everything else."

"**Peter, there has to be away to stop her!"**

Peter looked up at his kitchen window and saw his own enraged reflection. "There is." He growled.

Mary Jane knew that tone. "**Peter! No don't do th—"**

**CLICK!**

Peter threw his cell on the counter in a rage. Aunt May heard the clattered and turned to see and empty kitchen.

"Peter?"

* * *

**Heroes for Hire**

Luke stared at the TV in stunned silence as Danny simply glared at it. "What the fuck is this?" Luke muttered.

"Some skank trying to draw attention to herself." Jessica said as she leaned back in her chair. Lana turned to her with a questioning look.

"You really think she's just some attention whore?"

"Lana, look at who we're talking about. We actually know the guy under the mask." The remaining members of the office turned to look at the girls. "Not like that." Jessica muttered.

"We all know him, he wouldn't do anything like this. Especially since he's with Red." Jessica said.

Lana thought this over before nodding. "Yeah, believe me I know about boyfriends, and Spidey's got it bad for the Redhead. Doing something like this doesn't seem legit for him."

"I think we have a bigger problem." Danny said, looking at his phone. He held up a text from Daredevil. "DD can't get him on the phone."

Luke looked back at the TV. "Man I've got a bad feeling about this."

* * *

**TV Station**

"Really?" Sharol Burnes said. Keller nodded her head. "Well, you're certainly a brave woman for doing this Miss Keller."

"I'd like to think so." The woman said. "I've sat by for too long as he's continued his downward spiral. He needs to answer for everything he's done."

**KRRRASSH!**

The window to the studio exploded as a single red and black-clad figure smashed through the glass and rolled onto the set. Spider-Man stopped just short of the woman claiming to be his ex.

Spider-Man glared at her before his spider-sense started to blare. He knew he she was. "You!" he growled as the woman merely smirked.

The newswoman looked terrified as the studios security burst into the room with their weapons drawn "Freeze!" they exclaimed.

Spider-man fired off two web-shots immobilizing the two men's guns in a thick blob of webbing.

"Hello dear." The woman said as she stood up with a smirk. Spider-Man leapt forward, striking her across the jaw and sending her flying back into the set, demolishing it.

The cameramen scrambled to get the shot as they filmed Spider-Man striking an innocent victim. The newswoman wasted no time in reporting this.

"For those of you just joining us, Spider-Man has broken into the studio and stuck an unarmed woman! I don't know if she's injured but…oh my god…"

Spider-Man glared at the pile of rubble as a single monstrous being tore through the rubble. Shathra emerged from the rubble, wings abuzz. Her glowing blue eyes locked onto her prey as her mandibles clicked together in glee at the prospect of a meal.

"_Little man is gone now…only the spider remains…"_

"Oh my god!" the newswoman screamed as everyone began to flee from the set. "It's…it's some kind of monster! My god it's a mutant or something!" the woman screamed.

Spider-Man snarled at the monster before he leapt forward, smashing into the creature and tackling it to the ground. He wasted no time in unleashing his claws and slashing her across the chest, spilling a torrent of blood onto the sets floor.

Shathra shrieked in pain, striking the teen in the jaw. The blow sent the hero flying back, smashing through a wall and landing onto the crowded New York streets.

He was immediately slammed by Shathra who flew through the hole in the wall to tackle the teen. The two smashed into a car, shattering its body and sending glass flying. The streets around them erupted into panic as people ran for their lives, desperately trying to flee from the super-human battle now raging in the streets.

Spider-Man slugged Shathra across the jaw, making her stumble back. Spider-man slashed at his staggered foe before kicking her in the jaw, sending her head smashing into a Taxi's window.

Shathra retaliated with a powerhouse kick to the stomach that sent Spider-man flying back. He smashed through another car, demolishing it before he slammed into a fire-hydrant cracking the red structure and releasing a torrent of water onto the street.

Shathra stepped forward, her heeled shaped feet splashing in the water as she made her way to her prey, claws extended. Spider-Man looked up to see the monster approaching. He then looked down to see the stream of water she was walking on.

He slammed his hands onto the water and sent a massive surge of electrical energy into the monster. Shathra screamed in pain as steam erupted from the ground. Shathra stumbled back as her body burned .

Spider-Man leapt forward, allowing all his anger, resentment and frustration at everything in the past week, to flow uninhibited. Each blow tore apart the monster skin, spilling more and more blood onto the street. He didn't even think, he just did. Each blow sent the monster careening back.

Shathra skidded to a halt before slashing at the hero, nicking him in the jaw and tearing apart the lower portion of his mask. Spider-Man flipped back. Slamming his foot into the creature's head before snagging her with a web-line.

He pulled her forward and slashed her again with his talons. Shathra reeled back in pain before she lashed out, slashing the hero against the stomach. Spider-man ignored the pain in his stomach and retaliated with an electrically charged punch.

The spider-wasp was sent flying by the power behind the blow, crashing into the asphalt. The monster roared in rage before Spider-Man pounced on her. He wailed on Shathra like a madman, with no regard for any wounds he was suffering.

Each blow slammed Shathra into the ground. Every slash toe open her flesh and spilled blood all over his black and red suit. Shathra flailed about, piercing Peter's stomach with her talons before slashing him open. Spider-Man roared in savage defiance as he slammed a bio-electric charged fist into the monster's jaw, breaking off a mandible.

"GRAAAAHHH!" Spider-man roared as he stabbed a claw through Shathra's gut.

"AIIIEEEEE!"

Spider-Man turned his head at the sound of the scream. Across the street he saw a mother holding her screaming child. "Mommy! Mommy the monsters are here!" she cried.

"Monsters…?" Peter muttered as he stood up. "There's only one monster…" he looked to his right to see a shattered window reflecting his own tattered and bloody visage. "…here." He whispered in horror.

His mouth was bloodied and his mask was torn. It hung around his jaw in taters while the rest of his suit was covered in slashes and blood. He wasn't even sure how much of it was his.

He stepped away from the reflection in horror before noticing that the ground was wobbly. He looked down to see he was standing on a massive web that covered the entirety of the block.

"What the Hell…I don't…I don't remember doing this…when did this happen?!" he muttered as fear began to overtake him. His hands were covered in blood and he stumbled back. Exhaustion began to overtake him as he felt woozy.

He collapsed to his knees, tumbling off the web and falling onto the shattered asphalt. He gripped his stomach in pain as he realized that the wound on his stomach was spilling out massive quantities of blood. He sprayed a patch of webbing on the wound, but he knew it wouldn't be enough. His healing factor wasn't like Wolverines, this wouldn't heal for days.

The teen looked around at the demolished city block to see it was covered in webbing and claw marks. Street lights dangled from broken lamps and billboards fell and sparked.

"D-did I do this?" he asked to no one in particular.

"_Yesss…" _an eerie voiced hissed out.

Spider-Man's blood ran cold as he looked behind him to see Shathra emerging from the web. Her wounds slowly began to heal as even her lost mandible began to grow anew.

"_Little man is gone now…only the spider remains…and the spider is the prey…the spider is my food!"_

Fear began to overtake the teen as his spider-sense wailed inside his skull. He sprinted off the ground and dashed into a nearby alley before Shathra launched into the air to give chase.

Spider-Man dashed down the alley with Shathra in hot pursuit. He could hear the buzz of her wings mere feet behind him. He didn't dare glance back for fear of what he'd see. He leapt onto the nearest wall before scurrying up its surface.

Shathra shifted in mid-flight, shooting to the left to chase her prey. Spider-Man leapt off the wall and sprinted across the roofs. He could hear Shathra shriek before giving chase again.

Spider-Man leapt into the air before firing off a web-line to lift himself into the air. Shathra raised her wrist as a single stinger like weapon broke from her skin. She took aim at her intended meal and fired off a dart. The projectile sliced through the webbing, allowing Spider-Man to plummet.

Spider-Man thought fast and fired off another web-line to pull himself towards an alley where he slammed into the fire-escape before back-flipping down into the streets where he broke into another run.

Shathra perched on the top of the building, her glowing eyes locked onto her target. _"Run little spider…Shathra loves the hunt!" _

The spider-wasp launched from her perch, rocketing into the ally where she narrowly missed the hero, pouncing into a wall. Spider-Man rolled onto his feet and spun around, firing off a hail of webbing that Shathra leapt to avoid.

Spider-Man took off in another sprint, leaving a primed web grenade in his wake. Shathra ignored the device and shot after the teen. The sound of the grenade was the only signal to the sensation of being jerked back.

Shathra was pulled back by a thick sludge of impact webbing. The spider-wasp shrieked in rage before she unleashed her claws, slashing through the strands of webbing before taking off again.

* * *

Spider-Man tumbled into a wall and collapsed to his knees. His lungs were on fire and his body ached. Blood oozed out of his open wounds, coating the ground in a dark crimson paint. He slowly rose to his feet, leaning against the walls for support.

"H-how is she so fast…what is she?!" he breathed out as he tried to gain his bearings. He was probably in lower Manhattan or closer to Queens. If he could just get to Queens he could lose her.

His spider-sense screamed at him just seconds before Shathra flew around the corner, shrieking at him. Spider-Man had no time to react as the creature swatted him across the face, sending him flying back into a wall. He smashed through the brick structure and crashed into a set of mannequins.

"AGH!" he growled as he felt pain shoot up his side. He looked up to see he had stumbled into a thrift shop that was apparently closed. He tried to stand but was slammed face-first into the floor by Shathra.

The Spider-Wasp hurled him out of the shop and back into the alley where he crashed into another wall. Before he could fall to the ground, Shathra slammed him into the wall, pinning him to the building.

"_Shathra is hungry…Shathra now feeds!" _the monster's mandibles opened wide a she prepared to feed, only for Peter to grab the monster by the neck and sent a massive jolt of electricity through the monster's skull causing it to scream in pain.

Shathra reeled back, falling off the wall and landing on the ground where she writhed in pain. Spider-Man landed on all fours before he began to limp away.

Shathra hissed in pain but looked up in time to see her prey was escaping. She screamed in rage before raising the stinger on her right arm. A sharp dart firedfrom the stinger, striking Spider-Man in the back.

"AAGH!" instantly Peter was hit by a blinding sensation of pain that shot up his spine. He fell to his knees as the pain intensified. Shathra shrieked in glee as she saw her prey crawling on the ground.

Peter couldn't move. His arms slowly began to stiffen and his other limbs followed soon after. His entire body became paralyzed as Shathra's venom fought its way through his systems.

"_Hunt is over…Shathra feeds!" _she screamed.

Spider-Man looked up at her in shock and fear before his eyes fell on a single glowing dot on her chest. Shathra saw her prey's look was now one of curiosity. She looked down herself to see a small laser-red dart centered on her chest.

She looked up to see a single lone figure standing atop the edge of a building brandishing a massive crossbow with a laser-sight.

**BANG!**

A massive harpoon-like arrow struck Shathra through the chest, piercing her sternum and breaking through her back. The force of the shot pinned her to the ground before four prong-like devices popped up on the end of the weapon before a surge of electricity coursed through the monster's body.

"_GRIIIIAAAAEEEEE!"_

Spider-Man tried to turn his head to see his savior before a strong set of arms hoisted him over his shoulder. "Do not move. I have you." A deep Russian voice said. Peter instantly recognized the voice.

"K-Kraven?" he muttered through his beaten state.

"I wish we could've met again over better circumstances, but now is not the time for talk!" Kraven shouted as he sprinted down the alley with Peter hoisted over his back.

"W-what is she?" Peter slurred out.

Kraven sprinted through the alley glancing briefly behind him to see Shathra tearing apart the arrow in her stomach. She frantically slashed at the projectile, tearing apart the electrical rods.

"Run now! Talk later, my young friend!" Kraven shouted as he saw Shathra tear herself off the arrow. The monster fell to her knees as blood poured from the hole in her chest. The monster whimpered in pain until she saw her prey fleeing the scene.

The sensation of pain was instantly overtaken by rage as she forced herself into the air. She rocketed after the two as the fled into the streets of New York.

* * *

People shouted in anger as a single man carrying the beaten form of Spider-Man leapt into the streets, plowing through people and leaping over moving cars like a gorilla. Shathra flew after them at incredible speeds, sweeping over the terrified people and moving car like a black arrow. Kraven saw the creature coming and took a sharp right, taking cover in the alley before Shathra shrieked in rage, smashing through the walls to reach her prey faster.

Kraven rolled to avoid one of Shathra's swipes, he pulled out a knife from his boot before chucking it at Shathra's face. The monster wheeled to the left, dodging the knife before a second one got her in the stomach.

Kraven wasted no time before drawing out a short pike that extended into a long javelin. He held the weapon in his hand as Shathra tore the dagger from her chest. She hissed in rage before Kraven backed up.

He glanced behind him but stopped when he saw he had stopped in front of a dead end. Shathra hissed as she prepared her stinger.

"_Two meals…the spider…and the grim hunter…" _Shathra hissed with glee. Kraven snarled at the monster while he raised his spear.

Shathra slowly moved closer until she stopped. Kraven turned his head and his eyes widened. Behind him was a massive swirling vortex of darkness erupting from the wall.

Before either of the two could react, a barrage of light daggers exploded from the darkness, skewering everything in their path. Kraven himself barley managed to hit the deck, shielding Peter with his body.

Shathra wasn't so lucky as she found herself impaled by a volley of light daggers that pierced her body. The vortex however increased in power. Kraven stabbed the ground with his javelin, using it as an anchor as trashcans, dumpsters and numerous loose objects were sucked into the void.

Shathra's claws scraped against the ground as she felt herself being pulled towards the vortex. But the wind died, dropping everyone on the ground. And then the wind sped up with tremendous force. Everything that the vortex had absorbed was spewed forth like vomit as a massive dumpster came hurtling out of the darkness and smashed into the alley. Kraven grabbed Peter and rolled to the side, allowing the massive object to crash into Shathra crushing her beneath the metal cube.

Kraven stood up, pulling Peter off the ground by the arm. "Come!" he called as he pulled the sluggish ten to his feet before wrapping his arm around his shoulder to support him.

"W-wait…" Peter slurred as he looked up at the vortex. "I…I know you guys… don't I?" he muttered.

A small glimmering figure emerged from the shadows and held out its hand. Kraven looked at the glowing figure and then back to Shathra who was slowly recovering, crawling out from beneath the dumpster. Her wounded limbs began to heal and she saw her prey.

"_NO! SHATHRA WILL FEED!" _

Kraven looked back to the light in the vortex and took its hand. Suddenly, the shadows surrounded them. Shathra rocketed off the ground, aiming straight for Kraven and her prey.

The shadows moved faster and swallowed the three beings whole, the vortex collapsed on top if the group, allowing Shathra crashed through the alley's end. She tumbled through the opening in the door before slowly rising to her feet. She sniffed the air twice. And her fears were confirmed.

Spider-Man was gone. Shathra fists shook before she glared up at the sky, releasing an enraged scream for all to hear.

"_SKREEEEEEE!"_

* * *

**End of Chapter**

**Hoped you like this cliff hanger as it was rather fun to write. Personally, I loved this storyline as it was one of the first Spider-Man comics that got be back into loving comics, so it has a bit of a nostalgic feel for me.**

**Next time!**

**Chapter 54: Shathra Part 2**


	54. Chapter 54: Shathra Part 2

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 54**

**Shathra Part 2**

* * *

**Unknown Location**

Peter awoke with a start before shooting up in bed. He immediately regretted the action as he felt his body ache all over. He looked down at his side to see his side was stitched up and bandaged. The rest of his body was similarly wrapped as he sported several bandages around his body, reaching from his arms to his legs.

"W-what the Hell?" he muttered as he took a look around the room he was in. The room was dark and hot with several beams of light spilling in through cracks in the ceiling. He groaned as he felt pain shoot up his side. He looked down at his stitched side and realized that it stretched from his hip to the top of his stomach.

He looked around the room again and saw a door. He slowly, painfully, dragged himself out of the bed and moved towards the door. He fell halfway through the room as his legs gave way. He hit the ground hard, grunting in pain.

He heard the shuffle of footsteps from outside the room and the door opened to allow two African women into the room. Peter looked up at the two and saw worried looks on their faces.

The older woman turned to the younger of the two and spoke in a language unknown to Peter. The younger of the women ran from the room, shouting something Peter couldn't understand.

The older woman tried to help Peter, but the confused teen backed away from her, despite the pain in his side. The woman apparently decided that she needed more help as she shouted something.

Peter backed up until his back hit the wall. He did his best to stand but found his legs felt like jello. The woman heard another voice and backed away from the teen as Kraven walked into the room.

The large Russian wore dark green cargos tucked into thick combat boots while a lion-skin vest rested on his bare chest. On his back was the same crossbow he used to down Shathra.

"K-Kraven?" Peter muttered as he shielded his eyes from the sunlight bursting in through the door. Kraven turned to the woman before speaking in the same language she did. The woman nodded and left the room.

Kraven offered his hand to Peter who took it. "Kraven…where the Hell am I—whoa!" Peter's knees buckled again and Kraven caught.

"Just hold on." He said before putting the teen's arm over his shoulder. He helped the boy to stand before walking out of the room. The two walked out of the room and into the light. Peter used his hand to block the sun as it blinded him.

"Gah!" he grunted before Kraven led him beneath a more shaded area. He set the injured teen down so the boy could look at his surroundings. Peter's eyes widened as he saw the massive camp.

Various workers were situated around the area, fixing up Humvees, getting water, and managing weapons. Another thing peter noticed was that almost all of them were African Americans.

A man came up to Kraven before speaking the same language as before, and once again, Peter had no idea what he was saying. Kraven responded to the man before pointing towards one of the tents in the middle of the camp.

"Kraven…where are we? What language is that?"

Kraven turned to his ward before taking out a canister from his belt. He gave the flask to Peter who opened it. The smell that bombarded him was terrible.

"Gah…what is this?' he asked.

"That is the tribes special brew. Now drink it." Kraven ordered.

"I'd rather have some water if it's all the same to you."

"Water alone won't help you regain your strength. Now drink it." The Russian ordered more sternly. Peter looked at the flask before taking a swig. His face contorted into one of disgust but he swallowed it.

"Gak! What did they put in that?! Feces?!"

"It's a tribal remedy for restoring strength and vitality to their wounded. Do not speak ill of it. If not for this you'd probably be dead." Kraven said as he took the flask back. "The people here saved you."

"And where exactly is 'here'?" Peter asked as he looked around the area. He noticed at the edge of the camp was a massive temple that stood several stories tall. The entire structure seemed worn and decrepit as trees and plants grew on the cracked stone steps and walls.

"We're in Africa. As for the language, that was Swahili." Kraven said. Peter looked around the area to see several camp-members hefting large crates of ammo out of jeeps and into a certain tent. Kraven followed his gaze and saw the men.

"They are mercenaries." Kraven said. "My colleague hired them in case things went south. But most of them originate from the town that once surrounded this temple. They'll defend it with their last breath."

"Defend it? From what?"

"Shathra." Kraven said. Peter's blood froze as he heard that name. The monster that nearly killed him came careening through his thoughts. "She will not get you here." Kraven assured him. "The temple here is interfering with her ability to locate you."

"But she can smell me!"

"Not from this distance. And the temple has powerful magics at work. It's a fixture for the Web of Life, and a base for its champion."

"Web of Life? What the Hell? How do you know about that?" Peter asked.

"The web of life is a force of nature that keeps balance in the universe. It chooses champions to defend and act as its enforcers, sometimes without them even knowing it. The man who saved me from the darkness was one such man. He descended from a family whose duty was to protect their kingdom and the people inside it. But the totem they bore was that of the panther. A hunter, and a keeper of order and balance."

"Kraven…you're sounding like a crazy old lady I know." Peter said.

"Cassandra Webb is many things, not all of them good. But she is not crazy. She is the speaker of the web. Its eyes and ears."

"Whoa whoa whoa! You know Webb?"

"Dah. I met her a long time ago. And while she isn't a pleasant, she is necessary." Kraven turned his head to look at the temple.

"I'm sure you felt it in the fight with Shathra. A desire. A primal desire. To fight, to kill." Peter hung his head in shame. "Do not feel ashamed, Tovarish. The primal drive is something few can overcome. I myself fell prey to it when I was younger."

"Let me guess, you're a lion, right?" Peter muttered sarcastically. Kraven chuckled before shaking his head.

"No. The Lion is a sentimental symbol. My totem is the Grim Hunter. The balancer of the totems. If one acts out of line, or threatens the great web, it is my duty to intervene."

"Like with Shathra?"

"Dah."

"What is she?" Peter asked. "She was…she was unlike anything I'd ever fought. I was scared Kraven…I thought I was going to die."

Kraven kneeled down next to the boy and placed a comforting hand on his shoulder. "She is what we will become if we don't harness the totem. If we don't tame its power. She is the spider-wasp. A creature that has surrendered to the primal instincts of the totem. And now she feed on others for survival."

"How did we get away?"

"You don't remember?" Kraven asked. Peter shook his head. "Your friends saved us. They brought us to the JFK airport and we flew from there."

"Friends?" Peter asked. Kraven helped the teen to stand. By now his legs had healed from Shathra's poison and he could actually move under his own power. Kraven led the Peter to another tent with its flap partially opened.

Peter walked into the temporary lodging to find two people he never thought he'd see again.

"Cloak?! Dagger?!" Sitting on their cots were the two super-powered lovers as they were dressed in rather plain clothes befitting the hot climate.

"Sup, Spidey." Dagger said with a wave while Cloak gave him a nod. Peter looked between the two before looking back at Kraven. The Russian shrugged.

"W-what's up? What are you doing here?!" Peter shouted

The Cloak and Dagger glanced at each other before turning to Peter. Cloak decided to be the one to answer. "We saved your but and got a free trip. It was a win-win."

"No! Why'd you save me?" Peter asked.

"You were in trouble, duh." Dagger said. "I thought you'd understand that. You do have the whole dark brooding hero-thing going for you."

"But how'd you know I was in trouble?"

"Dude. You were running from a monster and were bleeding all over our alley. It was kinda easy to see ya needed help." Cloak muttered matter-of-factly.

"They saved your life." Kraven added. "I couldn't have guaranteed that we'd have survived our encounter with Shathra had they not intervened."

"Speaking of which, what was that thing?" Dagger asked, taking a swig of water. Peter looked at Kraven and then back to his rescuers.

"She was after me." He said with finality. The two super-teens glanced at each other before looking back to Peter. They waited for him to say anything else but when he didn't Dagger spoke.

"Is that it? Because we could tell that from the alley. Did ya kick her ass or throw her in jail? What's the story?"

"The story is she's a monster that literally wants to eat me."

Cloak raised his hand as if to ask a question. "Uh…when you say eat you…do you mean like, actually eat you? Like food?"

"That's what literally means, Ty." Dagger said.

"I'm just saying, people misuse that word all the time!"

"Regardless." Kraven barked. Stopping the argument. "Shathra will be back eventually. And that means we need to prepare." Peter turned to his mentor with a look of shock and fear on his face.

"What?! B-but you said that this place was cloaking me! You said she wouldn't find me!"

"Dah, I did. But that doesn't mean we can hide you away forever. You must face her and defeat her."

"Kraven, you saw what happened. She thrashed me! I didn't stand a chance against her! She's stronger, faster, and more powerful than I am in everyway!"

"You've fought various individuals whose powers dwarfed your own. Yet you didn't cower."

"This is different!" Peter exclaimed.

"Dah. But that fear is not yours. It's the spider's. The man still stands strong."

"Besides, you've got us." Dagger said standing up. "Right, Ty?" Cloak got up from his own cot and stood next to his girlfriend.

"The way I see it, we still owe you one for that little 'world view' pep-talk that you gave us. So yeah, we got your back."

"And," Dagger said. "We've got the guys with guns outside. That's gotta be like what, 20-40 people with weapons out there? That's a small army. I say we've got this in the bag."

"No." a new voice said. The group turned to the tent to see an older man with grey hair wearing cargoes, a black shirt and a grey jacket. "The Spider-Man must do this alone."

"Ezekiel." Kraven grunted. The new man walked into the tent before stopping in front of Peter.

"So you're the champion of the web." He said, as he looked the young-man over. "I can't say I'm impressed." The man scoffed.

Peter looked at the man with slight disdain before turning his attention to Kraven. "You called him Ezekiel right? The same Ezekiel whose been trying to call me?"

"Indeed. As I said I wan an associate of Kraven and Madam Webb, but since you were too foolish to heed my warnings, you were com—"

"I'm sorry, old man, your warnings? You cryptically continued to set up a meeting with me. A warning would be something like 'Hey kid, my name is Ezekiel the asshole, guess what? A giant man-eating monster is on her way to kill you, I'll get Kraven, a buddy of mine, and we'll help you fight her!'. Instead, you call out of nowhere saying that I have to believe you with no proof and no assurance that you're anything more than a raving old man!"

Cloak and Dagger glanced at each other before looking back at the group. They started to get up before Peter turned to them. "Where are you guys going?"

"Hey, we're just the visitors." Dagger said with hands raised. Then Cloak chimed in. "Yeah, this is getting personal."

"Stay." Peter said before turning back to Ezekiel with a glare. "You're part of this now."

"They are not involved in this." Ezekiel said with a frown.

"That's not your call." Peter growled. He then turned to the two. "You guys are in, right?"

"We did just tell you that like ten seconds ago, didn't we?" Dagger said with a small grin. "I mean we did say that, did we not?" she said looking at Cloak. Her partner nodded his head in confirmation.

"See?" Peter said, glaring defiantly at Ezekiel. The older man glared down at the teen with disdain before Kraven pulled them apart.

"Enough. We have more important things to do." The Russian said, looking between the two men that glared daggers at each other.

"No. I'm still unsatisfied that this petulant child is the champion of the web. I refuse to allow this child into the temple of Anansi."

"The Temple of Ana—that thing out on the edge of camp?"

Ezekiel's glare intensified before he spoke. "Yes. That 'thing' as you so crassly put it, is the sacred shrine to the avatar of the spider totem. It is its home and the conduit which we use to speak to it."

Peter looked at the man and opened his mouth to speak, but closed it. He massaged his forehead before speaking again. "Jesus Christ man…I didn't realize…I didn't realize how fucking insane you were until now."

Peter pushed past the man and walked out of the tent. He heard the flap rustle behind him but ignored it.

"Ezekiel don't!" Kraven shouted. Peter turned around to see Ezekiel chucking a knife at him. Peter turned his body at the last second, allowing the weapon to sail past him before he caught it by the end of its hilt. He then hurled the weapon at Ezekiel on sheer instinct.

Much to his surprise, the older man caught knife by its handle with barley any effort. He marched forward while wielding the knife. Cold rage filled his eyes as he stormed towards the enraged teen.

"What? You throwing knives at me now?" Peter barked as he walked back towards the man. Ezekiel remained silent as he gripped his weapon. Peter growled before unsheathing his claws.

The two men marched towards each other while Cloak and dagger watched from the edge of a circle of people that had quickly formed as the fight started.

"You really want to do this old man?!" Peter shouted as they came closer. Ezekiel continued to glare before he lashed out with the knife. Peter stepped back, avoiding the first strike but was clipped on the arm with the second strike.

"Ah!" he shouted in surprise. He glanced at the cut on his forearm before dodging another swipe. The attacks were swift and full of precision. Peter couldn't even speak as all his concentration was tasked with anticipating and avoiding every strike. One thing was clear. Ezekiel was not a normal man.

Another knife strike nearly nicked Peter before he swatted the blow away and lashed out with his own attack. Ezekiel back-stepped to avoid the slash and struck out again with his weapon. Peter used his talons, slicing the weapon apart.

Ezekiel leapt back as Peter continued his assault with a flurry of punches and kicks. Ezekiel expertly blocked each attack before catching his last kick. He flipped him back. As Peter landed, Ezekiel struck him in the chest with an elbow that sent him stumbling back.

Peter gasped for air, the blow had knocked the wind out of him and sent him sprawling on the ground. The boy looked up at the man in shock.

Ezekiel turned to Kraven with a scowl on his face. "You see Kraven? He's nothing more than a child. A child playing at a warrior."

"Man…" Peter said as he stood up. "You just love to hear yourself talk. I mean do you ever shut up?"

Ezekiel turned to the boy and marched towards him. Peter slowly fell into his perched stance, preparing himself for a full fight. Ezekiel lunged forward with inhuman speed, but Peter met him head on. The two slammed into the ground where Ezekiel rolled on top of him. He aimed a fist at the teen's face before Peter stabbed his claws into the man's leg.

"GAH!"

Peter snarled before grabbing the man and flipping him over. Peter flipped back, landing on top of his aggressor and struck him across the jaw. Ezekiel took the blow before striking Peter in the stomach. The older man bucked his hips and grabbed the teen by the waist, using all his strength, he hurled the boy off of him and towards the edge of the circle.

Cloak and Dagger looked in shock as they saw the hero who'd bested them before struggle against an old man. Kraven watched the fight with a frown. He disapproved of this immensely, but if it was the only way for Peter to prove himself, then so be it.

Ezekiel leapt forward, intending to pounce on the downed teen. Peter recovered faster than he thought as he rolled out of the attack and struck him with a kick. Ezekiel stumbled back, breaking through the circle and catching himself on a parked jeep.

He turned around to glare at Peter before he stormed back into the circle. "You don't deserve the gifts you received!" he barked.

"Then what about you?!" Peter snapped back. "What've you done to deserve all that you have, huh?"

"I'm earned my share!" Ezekiel screamed striking at Peter. The teen blocked the strike and gripped the arm. He flipped the man over but Ezekiel landed on his feet before twisting peter around, getting him in a powerful chokehold. Peter clawed at the arms with his talons but Ezekiel ignored the pain. He squeezed his arm, forcing the air from Peter's lungs.

Dagger, summoned up a sword made of light but Kraven stopped her with his arm. His eyes were still glued on the fight in front of them.

Peter struggled to escape the chokehold as Ezekiel continued to squeeze the air from his lungs. Peter saw that his vision was beginning to blur and darken. He gripped Ezekiel's arm tighter and released a surge of electricity through his body.

The jolt was so powerful that it sent Ezekiel flying back where he barreled through the crowd and into a stack of supplies. Peter collapsed to his knees, gasping for air.

Ezekiel stumbled to his feet, trying his best to regain his footing. Peter looked up to see the man was still standing. Growling in anger, Peter rose to his feet and began to march towards the circles edge.

Before either combatant could continue, their shared sixth-sense erupted as a spear slammed into the ground in front of them. Kraven marched into the circle and removed the weapon. He clicked its trigger, forcing the weapon to retract into a shortened spike before pocketing it in his vest.

"Enough!" Kraven barked. "Ezekiel, you've seen what he can do. He's ready to enter the temple." Ezekiel took a deep breath and straightened out his vest.

"I suppose he is." The man sighed before walking away from the assembled group.

Peter glared at the man's back before he turned to Kraven. "Well he's pleasant." He growled. Kraven ignored the comment in favor of shooing the crowd away, urging them to get back to work.

* * *

Peter walked back towards the run-down hut that he'd woken up and walked through the rotted wood door. He looked around the room for any sign of his uniform or web-shooters.

He heard the crunch of dirt behind him and he turned to see Kraven entering the hut with a bag. "I was wondering when you'd come searching for these." He said, tossing the duffel bag to him. Peter caught the bag and opened it to see his costume and his web-shooters.

"Thank you Kraven!" he shouted in joy as he pulled on the metal devices. The satisfying click the devices gave filled him with some much-needed assurance. He pulled out the costume and his assurance fell as he saw its state.

The stomach area of the suit was completely shredded, and the lower half of his mask was gone. If he wore its, his entire jaw would be showing. The leg's sported multiple gashed while the back was similarly damaged.

Kraven saw the boy's down trodden suit and sighed. "I know its not the suit your worried about. It's what it represented. You've fought many enemies. Most of them stronger than you. But never one like Shathra."

"Kraven…I stared death in the faces more than once…but why…why is it that I'm afraid of her? She's not as strong as the Goblins. She's not as versatile as Electro. So why? Why is it that she terrifies me to the point I want to run away forever?"

"Because you are her prey." Peter looked at his mentor in shock. Kraven sat down on a chair in the corner of the room and sighed. "Shathra is a monster. One that goes by her primal side. That means she follows what you'd call a food chain. She is the Spider-Wasp that feeds on spiders. What you're feeling is your totem fearing its predator. But that's why we're here."

"You said I had to fight her. I can't hide here, she'll find me! And if she doesn't, she'll find a way to lure me to her. Just like in New York."

"That's why you must fight her." Peter turned to his mentor as he continued to speak. "The food chain is known by most to go one way. But sometimes…sometimes it can flow in both directions."

"So that's why I'm here? To fight her? To stop her?"

"To kill her."

Peter and Kraven turned to see Ezekiel standing in the doorway. Peter went on guard instantly. "Calm yourself. I'm not here to fight you, this time."

"Wow, that's a real comfort. And kill her?" Peter asked.

"Now is not the time to become squeamish. She will not hesitate to kill you. She will devour you if you spare her life."

Peter looked to Kraven who slowly nodded his head. "He is right. You'll have to kill her if it's to end the threat on your life and the lives of those you care for."

Peter rubbed his head in exasperation. "Okay…killing her isn't exactly something I'm against. But how am I supposed to stop her? She's faster, stronger and more durable than I am on almost every level."

"That's why we are here." Ezekiel said.

**KNOCK KNOCK!**

The group turned to see Cloak and Dagger standing in the hallway. "Uh…" Dagger muttered. "Are we interrupting?"

* * *

The group stood at the entrance to the temple, staring up at the large structure that lead into its pyramid-like base. Spider- Man stood in his tattered costume as he stared into the dark stone hallway.

"You have to go inside?" Cloak asked as he and Dagger stood next to him wearing their own costumes. "Because I literally teleport through a world of shadows and that hallway is freaking me out."

"Same here, Cloak. So Spidey really has to go in there?" Dagger asked looking to Kraven and Ezekiel. The former nodded his head.

"This place will summon Shathra here, and it will give him the edge over her."

"What, like a power boost?" Cloak asked.

"Nothing as simple as that. Come with me Parker." Ezekiel said as he walked forward into the temple. Peter turned to Kraven. The hunter merely nodded his head and peter followed after Ezekiel.

Cloak and Dagger watched as the two disappeared into the tunnel. "Can he really trust that guy?" Cloak asked. "I'm mean, he did try and kill him not even an hour ago."

"He'll help him. Otherwise Shathra will be a threat to all of us."

The group remained silent before dagger decided to ask one more question. "So who's Parker?"

* * *

"What exactly is this place?" Peter asked as he walked alongside Ezekiel. The two traversed the dark caverns with only the light from Ezekiel's makeshift torch. The light from the flickering flame was the only thing that illuminated the cobweb-covered walls.

"This place was once the home of the first avatar of the spider-totem. Anansi."

"But…I thought Anansi was a trickster god in African religions. How was he a spider-totem if he was a god?"

"A god walks among you now, does he not?"

"Who? Thor? You believe that crap about him being a god? Y'know they proved he wasn't a god right? He was using tech to boost his strength and that hammer was a anew type of super-weapon." (For more info see Ultimate Avengers Volume 2 story).

Ezekiel stopped and turned to the young boy. "I heard from multiple sources that you don't trust SHIELD. Yet now you believe their words?"

"Well I…uh…"

Ezekiel continued to walk as he continued to speak. "Anansi was a mortal. A mortal that tricked and overcame a god. The god of the sky was so impressed by his abilities, that he was chosen to become a new god. But before that, he was the spider-totem. The people who built this temple were his descendants. They protected this place for centuries. But over several decades ago the village fell and this camp was formed to keep it safe."

"But…how will this place help me beat a monster that nearly killed me before?"

"Before, Shathra lured you out to battle under a primal influence where her instincts dwarfed your own. But here, you are no prey. Here you are the predator. Once she learns that you're here, she'll come running from half a world away."

"How does that help?"

"This time…she'll be afraid."

The two finally stopped at a massive chasm. The pit was circular and set up in a way that wouldn't seem out of place in an Indiana Jones movie. Several streams of water poured into the hole, making the cave echo with the sound of running water.

"This is where I leave you." Ezekiel said as he looked around the area, as if he was searching for something. "I'll enact the blood ritual. But you have to make the leap."

"Make the leap? You want me to jump into that thing?"

"I'm sure you've made bigger jumps."

"Yeah, no shit, I leap off skyscrapers. But I think its what's in the pit that scares me. I can…I feel something…and I don't know if it likes me…"

"It doesn't matter if it likes you. It just needs to accept you."

"So there is something down there." Peter said. He looked down in the pit and stepped onto the ledge. He looked at the water and saw it pouring into the abyss of the cave. "So I guess I jump, say hi, and fight Shathra?"

Ezekiel nodded. Peter took a deep breath and took another look into the pit. "You'll be fine. As long as you possess the skill necessary, the Guardian will deem you worthy to enter."

"Will it help me against Shathra? That's the question I keep asking and I never get a straight answer."

"Because the answer isn't simple. The Guardian will give you access to your more primal state. But you must harness its power, otherwise you'll become like Shathra."

"WHAT?!"

"It's a risk you have to take. If you don't she'll continue to hunt you down, over and over until she kills you. You either do this, or risk everyone's life, including your own."

"This just gets better and better." Peter muttered. Ezekiel looked down at the pit and tossed the torch into the chasm. Peter watched the faint light it emitted and saw nothing but water and rock.

"I'll leave you to it." Ezekiel said before walking out of the cave. Peter looked down into the abyss and stepped forward. He released his concentration, allowing his body to drop off the wall and into the massive pit.

* * *

Ezekiel watched as the boy plummeted from the pits edge with an unreadable expression. He removed a large machete from his back and ran the blade across his forearm. The blade slit his flesh, allowing a stream of crimson blood to pour from the wound and onto the stone floor.

Massive amounts of spiders spilled from the cracks and the walls in the ceiling before pouring onto the bloodstained floor, devouring the crimson fluid. The creature all began to hiss and screech, creating a cacophony of noise that echoed out of the chamber.

* * *

Cloak and Dagger leapt from their seats on the rocky ground as they heard an unearthly screech coming from the mouth of the temple. Kraven glanced at the entrance before going back to his meditation.

"What the Hell was that?!" Dagger screamed as her hands held several light-knives. Cloak glanced at Kraven whose face revealed nothing.

"Did you not here that?!" he shouted.

"I heard it." Kraven said with closed eyes.

"And?!" Dagger snapped.

"And what?" Kraven added. "This is all part of the ritual. The spiders will call Shathra here. Whether or not Spider-Man can defeat her is another story."

* * *

**Location Unknown**

Shathra shrieked in rage as she tore apart the abandoned building she was in. Blood splattered the walls from her previous kills, an unfortunate group of homeless men that had walked into the building for shelter.

She had descended upon them with feral intensity. Her starved stomach demanded food after her failed attempt at devouring the spider.

She was enraged. The entire building was her punching bag as she tore through the walls and floors of the building. She shrieked in rage before a hissing noise caught her ears. She cocked her head to the side as the sound grew louder.

She screeched in glee before leaping out the rotted windows. The glass shattered as Shathra's wings buzzed to life. She rocketed over the city, heading to the New York bay.

* * *

**Inside the Pit**

Peter landed on the ground with an echoing thud. Spider-man looked around the area to see he was in a massive cave lined with broken rocks and shattered ladders.

Green mist rolled over the area, making visibility painfully bad. Spider-Man stood up and proceeded to walk through the mist, using his enhanced senses to guide him.

The entire area was silent except for the splashing of water from the miniature water-falls that fell from far above.

Spider-Man stopped his trek in front of another massive cave. The entire entrance was strewn with spiders and webs that covered the mouth of the cave. The webbing was so thick that Peter couldn't see through it at all.

He walked closer to the obstruction and the spiders scurried away, burrowing within the cracks in the walls and the floors to avoid what was coming. Peter raised his hand and placed it on the webbing. He unsheathed his claws and tore the entrance apart like a curtain. Instantly a massive cloud of green mist slammed into him. The force was so great and unexpected that it blasted Peter off his feet and onto the cold ground.

He rolled back and looked up to see the entrance to the cave was now open, but the visibility was worse. Now he could barely see ten feet in front of him, even with his enhanced vision.

Peter cautiously made his way into the cave, allowing his ears to pick up any sound that could indicate a threat. He heard nothing as he stepped into a large cavern.

Then he felt it. A chill ran up his spine as a large shadow fell over him. Peter knew he shouldn't turn around, but he knew he had to. He slowly turned his head to see a mass of hairy limbs around the floor. Eight to be exact. He slowly followed the legs until they fell on the monstrous form of a giant spider.

The monster lowered it head as all its glowing red eyes reflected a horrified Spider-Man in their eyes. Peter felt his heart pounding in his chest as the monster hissed. Green smoke billowed out of its mouth before it rose up from the ground.

"_Little spider…" _it hissed out. Peter could here the voice echoing in his head. It wasn't human speech but he could understand it all the same.

"_Little spider thinks he's a man…" _it hissed again. The spider examined Peter with its yellow eyes. The large spheres glowed as they saw Spider-Man.

"W-what are you?" Peter asked in awe and terror. The monster hissed, releasing more mist from its mouth.

"_I…guardian…you…the spider…champion totem…why are you here?"_

"Shathra is after me…I need your help." The spider leaned in closer, stopping just in front of him.

"_I can not…you must help yourself…"_

"I was told that you could unlock my primal side!" Peter shouted as the spider was crawling away. The creature didn't stop and continued to march on. "I need to beat her!"

"_The primal side...is already awakened…you must let if flow…let the rage take control…"_

"Will I be able to stop myself? Will I end up like her?!" The spider climbed back into the cave and began to descend into its lair.

"_That is on you…_"

The spider dropped into the cave, leaving Peter alone once again. He sank to his knees. As he did so, numerous spiders crawled out from beneath the ground and swarmed the startled hero.

"What the fu-!" he screamed as the creatures covered his body. He swatted at them and channeled as much bioelectricity through his body as he could, but the spiders ignored it all.

The creatures bit him hard, breaking his skin with each bite, and flooding his veins with their venom. His body burned with an unnatural pain as he felt his body's muscle's twitch and bulge.

"GAAH! GRAAHHH! GURRAAHHH!"

Peter screamed as he felt his talons extend, his bones pop, and his canines grow. His eyes flashed yellow with an eerie glow. And a cruel smile formed on his lips.

* * *

Cloak and dagger stood at the temple's entrance with looks of fear plastered on their faces. They glanced at each other and then back to Kraven who continued to meditate calmly.

"You heard that, right?" Cloak asked. Dagger nodded her head. Mere moments ago they had heard Spider-Man's screams of pain echo out of the tunnel.

"We can't just stand here!" Dagger shouted.

"_Where's the spider?!"_

The two spun around in terror as Shathra floated above them. Her wings buzzed with the desire to feast while her mandibles snapped together. The two super-beings backed away as Kraven continued to meditate.

Shathra sniffed the air and found the scent of her prey. She shrieked in joy before rocketing towards the temple's entrance. The next thing she knew was that she was in complete darkness. And then light blinded her as she was sent careening into a wall of the temple.

The wall crumbled under the force of her impact and she shrieked in pain. The monster looked up to see Cloak hovering over her, his black cape billowing in the wind like a dark cloud. Shathra roared in rage before pain blinded her side.

A plume of light daggers were now lodged in her body as she was sent tumbling back. Shathra glared up at Dagger who now held an assortment of light knives that she was all too willing to use. The monstrous creature snarled in rage before it leapt off the ground.

Cloak immediately opened the portal in his body and sucked in an enormous amount of debris before unleashing the landslide of rocks on Shathra. The spider-wasp was slammed by the airborne assault, and buried underneath the stones.

Neither super-human let their guard down as the rocks began to shift. Dagger readied her weapons and Cloak prepared to teleport the monster the second it reared its ugly head.

**KRAKOOM!**

The wall behind Cloak exploded as Shathra slammed the teleporter into the ground. Cloak struggled for a second before Shathra fired a dart straight into his back.

"AGH!" he screamed as he felt the dart pierce his body. Dagger looked on in terror.

"TY!" she screamed. She hurled a volley of knives at the spider-wasp, only for it to leap into the air before rocketing down. Dagger back-flipped out of the way, dodging Shathra's dive bomb.

The ground exploded as she impacted. Dagger wasted no time in hurling another cluster of light daggers at Shathra. The spider-wasp had no time to dodge as the shards of lights pierced her body. Shathra wailed in pain as Dagger produced two more light-swords before charging towards Shathra.

The spider-wasp was faster than the girl thought as she leapt back, adhering to the wall behind her. Dagger raised her weapons but was no match for the monster's speed.

Shathra shot off the wall and slammed into the woman with incredible speeds. She slammed the girl into a wall shattering it. She hoisted Dagger into the air and squeezed, forcing the air from her throat.

_Shathra's hungry…wouldn't hurt…if she had a snack!" _Shathra's mandibles wrenched open as she prepared to devour the helpless woman. Before she could feast on her, a metal spear skewered her stomach.

She dropped Dagger and recoiled in pain, tearing the weapon from her stomach. She hissed in pain before a knife found its way into her skull, staggering her yet again. She collapsed onto the ground in pain.

Kraven loomed over the monster, unsheathing another spear. Shathra tore the knife from her skull, spilling blood all over the stone floor. She hissed when she saw the Grim Hunter.

"STOP!"

Both combatants turned to see Ezekiel brandishing a machete. He glared menacingly at the spider-wasp but made no move to attack her. Instead, he moved away from the temple's entrance and motioned for her to enter.

"Your prey is inside. Either waste time with us, or feed on what you came for you bitch."

Shathra looked between Kraven and Ezekiel, debating what was better. She apparently went with option 2. She shot off the ground and into the temple, streaking right past Ezekiel.

* * *

The older man let out a slight breath of relief before he leaned against a wall. Kraven clicked a switch and watched as his spear retracted inside itself. Ezekiel tossed the bloodstained machete on the ground before slumping down.

Kraven walked over and checked on both Cloak and Dagger. After making sure both were safe he moved them into more comfortable positions and then sat back down on the ground.

"Did the Guardian accept him?" Kraven asked. Ezekiel sighed.

"I don't know. Whether he lives or dies is entirely up to him. But its what comes after that's the most difficult. Even if he kills Shathra…coming back from the 'Other' is harder than anything. Few could resist that type of power…"

"I know I couldn't…" Kraven said. "Having all that power…and then giving it up…it was something I couldn't do…I became the ultimate hunter…the best…"

"Until the Black Panther, the young prince of Wakanda, beat you in battle and helped restore your humanity."

Kraven scowled at the millionaire who simply let his head lean back. "How…cliché." He muttered.

"Your consideration is touching." Kraven muttered.

"Consideration won't help the boy kill her. It now comes to a battle of raw power and rage."

* * *

Shathra rocketed down into the pit at incredible speeds. Her hunger intensified as she came closer to her prey. She could smell him, but something was wrong. She couldn't sense the fear before. When she attacked the prey in New York, it had been scared. Now it wasn't.

Shathra landed on the cave's floor to see a massive amounts of webs covering the entirety of the cave. Green mist floated off the ground, obscuring the creature senses. The spider-wasp walked through the mist, claws at the ready.

She finally stopped when she heard the crumbling of rocks. She whirled around to see several pebbles tumbling down the Cliffside. She screeched in rage before shooting up the wall.

Her ascent was halted when a shadowy figure leapt off the wall and tackled her into the wall. Blinding pain ripped through Shathra's mind as five talons slashed her face apart. She lashed out with he claws but the figure leaned back, dodging the blow before stabbing her in the gut. Blood erupted from her stomach as Spider-Man roared at her.

Shathra shrieked in pain before cracking him in the skull. Spider-Man adhered to the wall and slammed his knee into her gut before grabbing her by the mandible. He sent a surge of electricity through her body, causing her to scream in pain.

He pulled her off the wall and hurled her into the pit. He leapt down after her with savage intent, slamming her into the ground where he slammed her head face-first into the floor, shattering it.

"_GRAAGH!" _

Spider-Man dodged as stinger launched from Shatrha's arm before slamming his claws into her throat. The monster screamed in pain before its mandibles clamped down on Peter's arm.

"GAH!" Spider-Man screamed, reeling back in pain. Shathra slurped up the blood he had spilled in her mouth. And evil glee filled the monster's eyes as she leapt towards her wounded prey.

Spider-Man was tackled to the ground as Shathra snapped at his throat, planning on cutting it open to quench her hunger. Spider-Man grabbed her by the jaws however and held her back. "GET OFF!" he roared, firing off a jolt of his electric powers.

The Venom-shock knocked Shathra back before a set of talons struck her across the jaw, slashing off her mandibles. The monster roared in rage before wrapping its arms around the teen's throat.

Shathra held the teen back as she strangled the life from him. Spider-Man slashed at her back in a desperate attempt to free himself. Shathra snarled at him as he claws dug into his neck.

"GAAK!" Peter gasped. He could feel his blood pounding in his skull. Peter felt his canines grow in his mouth before a savage urge grew in his mind. Peter allowed his instincts to take hold.

He opened his mouth to reveal a set of elongated teeth before chomping down on Shathra's arm. The monster creamed in pain as Peter's fangs tore through her flesh, gnawed through bone, and tasted blood as Shathra's arm tumbled from her body.

"_GIAAHH!" _she wailed as blood spewed forth from the stump that was once her arm. Spider-Man gave her no time to recover before he plunged his fist through her stomach. Shathra squealed in pain as Spider-Man's talons tore through the folds of her stomach.

"_GREEEE!" _Shathra slashed Peter across the chest, spilling crimson fluid all over the floor. The teen recoiled in pain but fired off a barrage of webbing that pushed Shathra back, slowing her movements as the silver compound adhered her to the floor.

Spider-Man wasted no time and slammed his fist across the monster's jaw. Over and over he beat the creature. Blood spilled as he heard the crack of bone and the screams of pain. He ignored it. He ignored even the pain from his own wounds as he continued his assault. He ignored it all.

Shathra lashed out at him with another attack, only for Peter to grab her wrist. He squeezed it with all his might shattering it in two. Blood erupted from the monster's appendage like a broken hose, spraying the teen-hero in blood.

Below the two totemic beings, thousands upon thousands of spiders began to crawl out of the cracks in the floors and walls. The army of arachnids began to scale the area around them as the two fighters slashed and clawed at each other with wild abandon.

Shathra screamed in pain before Spider-Man grabbed her by the throat he squeezed it tight as a feral instinct took hold of him. Instead of fighting the beastial urges, Spider-Man allowed them to take hold. He snarled in feral rage before grabbing Shathra by the back of the head, jerking it back.

His jaw opened to reveal the newly grown fangs of his arachnid side. He eyed the exposed flesh of her neck before his eyes glowed yellow. With a savage cry, he brought his fangs down, tearing through her neck and wrenching the monster's head from her body.

Shathra's body went limp as her head tumbled off her corpse. The skull rolled onto the ground before a horde of spiders covered it. Peter dropped the body into the pit where the spider's leapt onto to it with savage abandon.

Spider-Man panted in exhaustion as he felt his body collapse in pain. His bones ached as his fangs retracted into his skull. His muscles twitched in exhaustion before darkness began to consume his vision.

The next thing he felt was his skull hitting the cold floor as thousands of spiders rushed over his body. As his mind fell into unconsciousness, he remembered one thing. He smiled at the feeling he now had.

The feeling of being free.

* * *

**End of Chapter **

**Hoped you enjoyed this chapter! Fair warning, the next chapter will have some heart-ache and some of you may hate me for it. Just to let you know, it will not be permanent!**

**Next chapter: Chapter 55: When The Hero's Away...**


	55. Chapter 55: When the Hero's away

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 55**

**When the Hero's away…**

* * *

**Africa**

The heat from the sun was almost unbearable as Cloak walked through the camp towards his tent. He took another swig of water from his canteen. "It is too damn hot for this…" he muttered before brushing away the flap of his tent.

"Hey Ty." Dagger said as she finished putting on her shirt. She bruised aside the net over her bed to keep the mosquitos away. "You okay?"

"I'm fine. It's just the damn heat! New York was never this bad!"

Dagger shrugged before getting out of her hammock/bed and stretching. "Yeah…to be honest I like the weather, but I'm not crazy about the mosquitos though."

"You think well get Malaria?" Cloak asked. Dagger opened her mouth, and then closed it.

"Fuck, I don't know!" she finally exclaimed as slight panic formed on her face. "But wait! Where not normal people anymore right?"

"Yeah!" Ty shouted, leaping onto the bandwagon of hope. "We got all the freaky powers, maybe we got Malaria immunity!"

"Yeah!" she responded.

"Exactly!" Cloak reaffirmed.

The two remained silent for a moment. "So…" Cloak started.

"Have ya seen web's around?' Tandy asked, desperate for anything to steer the conversation away from diseases.

"Now that you mention it…no." Cloak said. Neither one of them had seen Spider-Man since he left the temple. When he had, he'd said nothing Kraven told them that he needed time to adjust. To what though the two didn't know.

The two left the tent and made their way to the old hut at the edge of the camp. The two meta-humans walked towards the doors of the decrepit shack. The duo slowed their approach.

The entire building was covered in webs and spiders of varying sizes. The creatures seemed to ignore them in favor of continuing their task of webbing up the house.

The two super-beings looked at each other before slowly approaching the door. The entrance was covered in thick webs that Dagger sliced apart with a wave of her light sword.

Dagger stepped back as more spiders crawled across the door. "You knock…I am not touching those things." She muttered.

Cloak prepared to knock.

"Come in. It's open." A voice called out from behind the door. The two looked at each other and pushed open the door. Spiders scattered all over the floor, rushing into the cracks in the walls or onto the ceiling.

Cloak and dagger walked into the room but saw no sign of Peter. "Spidey?" Dagger called out.

"Hey guys." The two looked up to see Peter sitting upside down on a chair that was webbed to the ceiling. He wore no shirt and multiple spiders crawled over his body. Despite the numerous creatures covering his torso, he didn't seem bothered.

"Holy…" Cloak started.

"Shit…" Dagger finished. Peter released his adhesive grip from the chair and flipped in midair, landing on all fours on the floor.

He stood up and brushed some of the spiders off his body. The creature's scurried off of him before he grabbed his tattered costume's shirt and pulling it on.

"How'd you know we were outside?' Dagger asked. Peter ignored her for a moment as he gathered his things and slipped on his web-shooters.

"I saw you." He replied.

"Through the door?" Cloak asked. "Did you get X-ray vision or something?"

"No." Peter replied simply. "I saw you and heard you because they could." He said, pointing to the horde of spiders still crawling around the hut. Ever since he'd left the temple, things had changed. He felt stronger, more energetic than he had since hitting puberty. Another interesting trait was that he saw and heard what the spiders could.

He found he could also influence them to a degree. He wasn't sure if he could outright order them like Ant-Man could with his technology, but he could push them towards an object or have them move around for him.

"You can see through bugs now?" Dazzler asked, a little freaked out by the news. Cloak didn't look much better.

"First off, spiders are arachnids, not bugs. Second, I can't talk to them, but I can see through their eyes. It's like being able to be in a hundred different places at once! Do you know what I could do with this?"

"Become a peeping tom?" Cloak asked before being slugged in the arm by an irate Dagger. "Just sayin…" he muttered.

"Yeah…I could do that…" Peter said jokingly. "But in all seriousness, this could help me see dozens of crimes around New York!"

"But New York's a big place Spidey. You sure you can see through all those spiders?" Dagger asked.

"Uh…well I really haven't tested its range beyond my immediate area…so, I guess not…I'll just have to test it when we get back. Has Kraven said anything about when we leave?"

"We were about to talk to him." Dagger said as she stepped over the spiders and headed to the door. Cloak trailed behind her. "We're going to get food. Wanna join?" she asked.

"Yeah." Peter responded. "Give me a minute." He said. Both super-humans left the room with the door opened and peter stretched. His joints popped as his stiff shoulders cracked in a relaxing way. "Gah…" Peter groaned as he finished stretching.

He glanced at the mirror on the far side of the room and stopped at what he saw. He slowly stepped closer to the reflective glass with a look of fear. Inside the reflection was a hulking beast of a spider.

The humanoid-shaped figure stared back at Peter with multiple yellow eyes. Peter took a step back and saw that the creature only grew bigger in the mirror.

"Wha-!?"

**KKKRSSSHH!**

The glass shattered as the monster's burly arm punched through the mirror, grabbing him by the throat and hoisting him into the air. "GAK!" Peter gasped as he felt the monster's sharp claws tear through his throat.

"_SSKREEE!" _The Man-Spider hissed as it readied it remaining limbs to strike.

"SPIDEY!"

"Huh?!" Peter exclaimed turning around. Cloak waved at him, beckoning him toward the food tent. Dagger was already getting a tray filled with food.

Peter spun around to look at the mirror only to see it was fully in tact. He grabbed at his throat and felt no new wounds or any signs of damage. "Am I…am I losing it?" he muttered stumbling back.

"Dude!" Cloak shouted. "You coming or not?"

"Uh…" Peter muttered before fearfully glancing back at the mirror. He only saw his frightened face and tattered uniform. "Yeah…" he called back. "I'll…I'll be right there."

He slowly backed away from the mirror and headed out into the blazing sunlight.

* * *

**New York City, Hospital**

Mary Jane leaned back in her bed. Her gaze was currently focused on her window. She could see the rainy skies above the buildings. Pouring rain drenched the bustling city in cold water, but no one paid it any mind.

A single thought was running through her mind ever since the events from two nights ago. She glanced at her phone and the two-way communicator Peter had given her. The super-powered teen hadn't responded to a single one of her calls since the incident on TV.

"Dammit, Peter." She muttered as she ran her hand over her cast.

"I wonder what he see's in you." Mary Jane jumped from her seat at the sudden voice. She stumbled out of bed to see an elderly woman in a long red dress sitting in a wheelchair. A pair of dark red and black sunglasses was permanently nestled on her face.

"Who are you?!" Mary Jane shouted. The woman merely smirked at her.

"You have little to fear from me. I'm not going to hurt you young lady. My name is Cassandra Webb."

"No offense. But you don't exactly put me at ease here. Nurse!" MJ shouted. Webb simply smirked. MJ waited for a response but saw nothing and heard no one.

She dashed past the woman and into the hallway. What she saw shocked her. Every orderly and patient on the floor was frozen in place. Mouth's hung open in unfinished sentences and people stood still in mid-stride.

"I'm afraid no one's here to interrupt us. I was afraid that you'd be too impulsive to understand my intentions, as usual I was right. But then again you are attracted to that whelp of a champion."

Mary Jane turned around to see that Webb had followed her out of the room and into the hallway.

"What?" MJ muttered.

"Ah…" Webb mused. "He hasn't told you about me, has he?" she chuckled with a smirk. MJ couldn't describe the feeling, but he wanted to push this woman down the stairs.

"Who hasn't told me about you? And what did you do to those people?!"

"Simple mental paralysis. After our talk is done they'll pick off right where they left off as if nothing happened. But for now, I just want to talk." Webb turned her chair around and rolled back into the room. Mary Jane reluctantly followed her and entered her room.

"Please, sit." Webb said, gesturing to the bed. MJ cautiously sat back down on her bed, eyes never leaving the woman. "I'm sorry if I startled you. I assumed that he'd have told you of me by now. But then again, he is quite the stubborn child."

"Who are you talking about?" MJ asked.

"The current source of your affection. Spider-Man."

"W-what?" MJ stuttered.

"Oh, I'm sorry. Let me rephrase that. Your boyfriend Peter Parker."

"I…I don't kn—"

"I know who he is. And he knows that I know." Webb said.

"You're a psychic, aren't you?" MJ asked, fear gripping her stomach.

"Yes. But fear not, I'll do nothing to physically harm you or any others. However, I believe we can help each other."

"How?" MJ asked cautiously. She didn't trust this woman one bit. Her entire demeanor screamed manipulative bitch.

"Simple my dear. We both want the same thing."

MJ remained cautious but decided to speak again. "And what's that?"

"The safety of your beloved, my dear." Webb said.

"What do you mean? Is he in danger?" MJ asked, concern breaking through the neutral tone she tried to hold.

"Yes. Forces have been placed in motion that will push him to the edge of death. Whether he lives or dies is up to you."

"What?"

"Tell me something, dear. What would you do to keep him safe? What would you be willing to sacrifice to save his life? To ensure he returned alive?"

MJ glared at the woman before giving her answer. She didn't even need to think about it. She just said it. "I would do anything." She confirmed.

Webb grinned. "Then you'll do what's necessary. You will end your relationship with him."

"WHAT?!" Mary Jane screamed.

"It's for the greater good, dear. He can't perform his true purpose when he's dealing with his feelings for you, constantly worrying about what might happen to you. He's better off if there are no distractions to make him stray from his path."

"That's ridiculous! I love Peter! I would never leave him!"

"That child is the problem. He's about to face a danger that he could never foresee. Soon he will face forces and power beyond anything he has witnessed."

"Tell that to the dozens of super-villains he thrown in the slammer! Whatever is coming his way, I'll be there to help him through it!"

"Even at the cost of your own safety? He'll never be able to ensure his own, let alone yours. All for the betterment of others. Are you sure you're willing to sacrifice safety for love?' Webb asked.

"That's why I love him!" Mary Jane declared. "He's brave, selfless and a hero! No matter what people say about him, he's a hero! Without him, god knows what could've happened to this city! So how about you piss off and leave me and him the Hell alone!"

"All you'll be is a nuisance to his crusade." Webb continued, she was quickly losing her patience with this one. It seemed that she just couldn't stand teens anymore.

"I'll help him in anyway I can! And that's a promise!"

"Fine…interfere if you want. But you know that no matter how much he means to you, you will always be second to Spider-Man."

"Get. Out." She growled.

"His destiny is already written while yours is just a footnote in the history of this city."

MJ grabbed the remote on her bedside table and hurled it at Webb. The device went right through her and smashed against the side of a wall. "I said GET OUT!"

Webb's form flickered from existence before the sound of moving feet and voices flooded the halls again. An orderly walked by the room and stopped when he saw the shattered remote on the floor. He quickly entered the room to see MMJ hugging her knees to her chest with her head hung low.

"Ms. Watson?" the man asked. "Is everything okay?" he asked.

"No…" the girl whispered. She could feel tears threatening to fall, but held them back. "no…" she muttered.

* * *

**Ravencroft Asylum**

Dr. Ashley Kafka sighed as she ran her hands over the report she had just printed out. The final copy had been finished and emailed to her immediate superior, Mr. Pogue.

The older man was such a stingy and senseless man that it was a miracle that the asylum hadn't been condemned yet, his methods were all about locking up the patients and hoping that the problem would just go away if people couldn't see it.

Ashley herself hated it. She was supposed to help these people, but with budget cuts, and refusal for extra security and equipment. And some of her patients she believed were beyond help.

She opened up her file and saw a picture of her latest patient. A picture of Marcus Lyman. She sighed as she ran her hand over the picture. She couldn't help him. Not here.

"I'm sorry Marcus. I wish I could help…" she muttered.

**BABOOOM!**

The entire office shook at the sound. Dr. Kafka hit the floor hard. S struggled to stand as the entire building shook again. Dust fell from the ceiling and papers fell from the desk. Doctor struggled to stand, fear now plastered on her face.

She grabbed her phone and dialed for security. She heard the dial tone but no one picked up.

"What the Hell?!" she screamed in terror.

* * *

The floor below was covered in debris and shattered glass. Dozens of guards were sprawled on the ground, gripping their stomach before puking in pain. All around them guards were vomiting.

Three individuals strolled through the room, unaffected by the dust, debris and the vomit that now covered the floor.

Shocker walked over a disoriented guard, who was trying desperately to hold back his lunch. The other two costumed villains walked behind their master-thief associate with looks of disgust.

"Dude…does this come off as cruel?" One said. He was dressed in an all black biker suit with matching helmet. He carried a large duffel bag on his back.

"Yes, Overdrive, it is."Shocker muttered.

"I swear if step in puke…" the Ringer growled. He was dressed in a formfitting suit lined with multiple silver rings and a pod shaped item on his back (Ultimate version).

"Shut up, Ringer." Shock said. Each villain wore a single silver and green pin that was the size of a saucer. The device pulsated with green energy. "The counter frequency our shields are generating will shield us from the nausea. But the boss said no unnecessary casualties."

"Well at least we know that new tech you made works." Overdrive said as they reached the cell they were looking for. Inside was a single man with brown hair and a beard. He didn't even look at the costumed men outside his door.

"Does he not see us?" Overdrive asked Ringer as Shocker approached the door.

"Marcus." He said. The man in the cell didn't respond. "Marcus it's me. Herman." The man briefly raised his head, but he still didn't turn. "I can get you outta here if ya want. But you gotta do me a favor. It'll be just like our old days, but with a lot more payoff."

"What's in it for me?" Marcus asked through the plexi-glass cell.

Ringer stepped forward. "Did you not just here what he offered you? Money! A whole shit load of money!"

"We'll be swimming in cash~!" Overdrive sang. "Though we might get paper cuts…can we actually swim in money?"

"Both of you shut up!" Shocker snapped. He turned back to the cell to continue negotiating. "Other than the money, you get out of this rotten place, and you'll get to experience a lot more things than you ever did as a stockbroker."

Marcus turned around to face his one-time partner. "…fine. Get me out."

Shocker grinned beneath his mask and pulled out a thick disc-shaped object before he placed it on the glass. The device began to flash green, releasing a rapid release of vibratory waves. Cracks rapidly formed on the glass before Shocker flicked it with his finger. The glass shattered into thousands of pieces. Marcus stepped over the glass and towards the trio of criminals.

"So what now?" Marcus asked. Shocker grinned before priming his gauntlets.

"Brace yourself." Shocker walked into the cell before pressing down on his thumb trigger. Blasts of pressured air bombarded the wall, shattering the concrete wall and punching a hole in the concrete barrier.

"Damn dude!" Overdrive shouted before unzipping his duffel bag. He picked up a bolt gun and quickly went to work bolting grappling lines down the side of the cell. He clipped on several harnesses. He tossed them to the remaining men in the cell and threw the line out the wall.

"Let's go boys!" he shouted before jumping out the new exit. His line went taut, snagging him and bringing him to the wall where he slid down the concrete walls and downed towards the water.

The others followed suit as two guards dashed towards the cell. "STOP!" they screamed.

Shocker turned to the group while Marcus hopped out the side and slid down. "Ringer! Take care of them!" the villain shouted before leaping out of the wall. The Ringer turned towards the two guards before two metal rings enlarged across his arm. He flicked his wrist and sent the two objects flying.

The weapons locked around the two men, immediately constricting around them. They could feel the weapon tighten around them until it was nearly crushing them.

"Enjoy." Ringer shouted. "The more you move the tighter they squeeze!" the man leapt from the wall and plummeted towards the water's below.

"Overdrive!" Shocker screamed. The biker clicked a remote before the bright lights of a speeding boat broke around the corner. The vehicle was sleek and fast as it sped towards the group before skidding to a halt on the water.

"All aboard!" Overdrive shouted in glee as he de-clipped himself and dropped onto the boat. The others followed suit as he took the controls. He moved the joystick and revved the boat's engines. The machine rocketed forward nearly throwing its passengers off the boat.

"Ease up on the throttle!" Ringer shouted.

"No back seat driving!" Overdrive shouted back before actually pushing the vehicle faster.

Marcus gripped the railing tighter but his face remained neutral. Shocker grunted as he held on. He looked back towards the asylum, using his new goggles to zoom in on the edge of the Island. He saw dozens of guards scrambling to react, but by the time they had, the thieves would be long gone.

The boat rushed over the water before slowing towards the edge of one of New York's piers. "This is our stop guys!" Overdrive said as he ruffled through his duffle bag again.

Shocker and Marcus hopped off the boat and Shocker handed him a pair of sweats and a heavy jacket. "Cover up that asylum wear, man." Marcus silently accepted the close as Ringer hopped off the boat's deck.

"Charges are set." Overdrive jumped off his ride and landed on the ground. In his right hand he held a small detonator.

"Blow it already." Ringer muttered as the rest of the criminals stepped onto the sidewalk right before their ride, a large grey van.

"Just…Just give me a second…" Overdrive said as he gazed at his escape vehicle.

Ringer and Shocker glanced at each other while Marcus just took a seat in the back of the van. "You've gotta be kiddin' me." Shocker growled. "Start the van." He growled at Ringer before stomping towards the last crook.

"Overdrive!" he shouted. Overdrive ignored him as he raised the detonator.

"Goodbye my sweet darling, you were a miraculous ride, few men will know of what you were capable of doing." He muttered.

"That's it!" Shocker grabbed the detonator from Overdrive and blasted the boat with a blast from his gauntlets. The boat was sent hurtling back into the bay.

"Dude!" Overdrive exclaimed. Shocker ignored him and pressed the button.

**KABOOM!**

Overdrive nearly jumped from the sudden explosion of fire from the cold waters. "Just blow the damn vehicles, Will steal more later." Shocker growled. "Jesus Christ where'd they find you?" He muttered.

"You couldn't make it a little less painful?" Overdrive shouted as he trailed after Shocker.

"That was your job and ya didn't blow it up." Herman growled. "Now get in the damn van before I turn you into pulp!"

"Fine, fine…yeesh." The man said as he hopped in the back.

Shocker pulled off his mask and Ringer tossed him a heavy jacket that he pulled over his costume. He sat in the passenger seat as Ringer pulled the van out from its parking space and into the street of the city.

Shocker pulled out a burner phone and dialed a number. He waited patently before the distorted voice could be heard on the other end.

"**What?"**

"We got him boss." Shocker said. "He's in."

"**Excellent. I have his equipment prepped and readied. Meet at the warehouse. We need to prepare." **

"See ya soon boss." Shocker said before ending the conversation.

* * *

**Unknown Location**

Mysterio tossed his cell away, sending it skittering across his desk. He sighed as he looked out his office's window to see his latest creations be finalized. The massive spider-like robots were arranged in rows right on the assembly floor.

He grinned beneath his mask at the six fully armed Spider-Slayers as Smythe had dubbed them. Each one was outfitted with a nonstick coating built to counteract Spider-Man's supposed adhesive abilities. The weapons on the machines varied from turrets to laser guided missiles as well as a vicious set of blades on all eight of its arms.

Mysterio got up from his seat and walked towards the glass. "I see you put my money to good use." A young voice said from behind him. Mysterio didn't need to turn around to know who it was.

"I must say. I underestimated how much money you had stored in those accounts Elly." Mysterio turned around to see the young girl sitting in the chair opposite of his desk. The girl looked just a bit older than she should have. A black collar was clipped onto her neck while several small vials of liquid were attached to the collar.

"And I see you've been upping the dose of Zabo's formula." He said with a hint of disapproval. "I'm sure that the increased strength and growth you've undergone isn't without costs."

"Funny…" the girl growled. "You sound like you almost care." Mysterio said nothing when the door opened to allow a large man in a striped black and green shirt to enter the room.

"Ah. Marko." Mysterio said as he greeted the fully rejuvenated Sandman. Marko nodded his head before glancing at Elly. The girl just glared back at him.

"Did you need something Marko?" Mysterio asked a she leaned against his window.

"One of Black Tarantula' informants just set up a meeting. He also gave us a little tip."

"And that would be?" Mysterio inquired.

"He says Tombstone is coming back. Him and his gang of ninjas."

"Ninjas?" Elly asked with a snort. "Yeah right."

"Did you get a name for this ninja group? Or did Tarantula leave it out."

"He didn't say." Marko replied.

"Well…that man does love his secrets. Very well. Tell him we will arrive at the desired location, but at the time of my choosing. And get Overdrive to scout the place so we don't walk into a trap, and make sure that Smythe and Zabo have there little side-project working."

Marko nodded before leaving the room.

"Why are ya letting Tarantula set the spot?" Elly asked. "He'll probably be setting up a trap."

"That's why I have scouts. You don't send in the flag bearers first. It's the spies and scouts who go first. Besides, Tarantula wouldn't set a trap unless she knew who he was dealing with. I here he likes personal meetings before deciding if he's going to off someone first. And I doubt he'll want to kill us all until our demonstration is over."

"What demonstration?" Elly asked, confused. As far as she was concerned, all their forces had been assembled and had made various demonstrations to instill fear into the rival gangs of New York if not killing them out right.

"The demonstration of the new Super-Soldier experiment. It's going to be a blast." Mysterio grinned beneath his mask.

* * *

Alistair Smythe hooked up another thick cable to the machine before making sure if was fully secure. After checking the seal, he walked backed towards a computer terminal where he typed in a series of commands. He watched as a simulation of his planned experiment began to unfold.

"Are the results promising?" A voice asked. Smythe turned to see Calvin Zabo enter the room. He set down a file full of experimental subjects on the table as he waited for Smythe's response.

"I…no!" Smythe screamed a she watched the simulation breakdown. The predictive algorithm was showing what the last twenty-two attempts had shown. "GODDAMMIT!" Smythe roared before hurling a tray of metal supplies onto the ground. The tray clatter on the ground while Zabo simply looked on with slight amusement.

"I guess the bonding process isn't very stable then." The man said as he took the computer from Smythe and repeated the simulation. He watched as the bonding procedure broke down.

"It can't be done!" Smythe cursed. "The procedure won't work! The metal's aren't stable enough to be molecularly rearranged to bond to human skin."

"Well then it's not the procedure, but the metal. There is such a metal that is incredibly stable." Zabo said, getting up from his seat.

"What metal?" Smythe asked.

"Vibranium."

"Impossible. We can't get our hands on that, even the government has limited resources on that type of compound!"

"That's why we have to go straight to the source. How much of its will we need?"

"If its Vibranium…maybe 10 lbs."

"Hmmm…I'll have to talk to Mysterio. That amount of Vibranium would cost us billions…and we still need to find a test subject willing to submit himself to the process. But other than that, we might have a solution to our problem." Zabo said with a grin.

* * *

**Nelson &amp; Murdock, Hell's Kitchen**

Matt Murdock sighed as he leaned back in his office chair. "Rough night?" Foggy asked. Matt sighed while rubbing his brow.

"You could say that…" he muttered. "Crime hasn't exactly stopped after Kingpin's downfall."

"Well you ousted him. That was supposed to be a good thing, right?"

"I thought it would help stop things…but instead its just made things worse. Instead of one guys at the top, I've got a crumbling empire that's up for grabs by any crook with the stones and brains to grab it."

"Like this Mysterio guy you and Cage keep talking about?" Matt nodded. "He's not the only problem. Is he?"

"No. Bullseye is still on the loose killing anyone trying to take a shot at Kingpin's territory, Tombstone's coming back with his own forces, and word on the street is there's a new super-power coming to carve out another part of this city for themselves."

"When you say super-power…do you mean, powers?"

"Yeah. Iron Fist says he's heard of him, but only by reputation. A guy called the Black Tarantula."

"Doesn't sound like he's a pushover then."

"No. He doesn't. Worst of it is he's not alone. He might have his own crew of super-powers while Mysterio is gathering up anyone with powers or abilities that could match him."

"Anything about Tombstone? Because the way this is going its sound like a super-powered arms race is going to be the new norm."

"If things keep up like this that might just happen. But from what our sources tell us, we don't have much to worry about from the post-human perspective. But out of all the groups in this four-sided war, Tombstones got the most manpower and legitimate resources. Unlike Kingpin, the guys empire is still standing."

"So he's not keeled over and taking it through the ass?"

"Heh…No. No he's not the type to bend over." Matt said with a small smile. "He's more of the type that will bury anyone that tries."

"And we're going to be the lawyers that prosecute him." Foggy said as he took a seat.

"No…" Matt said with a smirk. "We're going to prosecute all of them."

Foggy sighed. "Ya know I could've been a butcher. Could've ground my own spices, make my own hours."

"I've heard the speech, Foggy. But we gotta do it."

"I know man. Any word from your other friend?"

Matt shook his head. "No…he's been missing since that incident on TV. I tried to call him, I've gotten in contact with any one I know with connections and they've heard nothing. He's in the wind."

"Well, if he's as tough as you say, He'll be back. I remember a couple times when you went off the grid without explanation. And you turned up just fine."

"Yeah…but I didn't fight a giant monster."

"Matt, you fought a crazy ex girlfriend and a psychopath who throws knives at people for money. I think you're about equal."

"Thanks, Foggy." He muttered with a small grin.

* * *

**Queens, Watson Residence**

Anna Watson sat down on her couch with a look of sheer terror on her face. Tears threatened to spill from her eyes as the man in the suit stood in front of her. "I'm terribly sorry ma'am, but this is what the courts have ordered. You have about 24 hours to respond to the lawsuit, but it's in my opinion that you don't fight this."

"Don't fight this?" Anna said with a look of shock on her face. "How could I not fight something like this?! You're taking my life away from me!"

"Ma'am, please calm yourself. Recent events have made it clear that this home is not safe for you're niece. And, this is in no way your fault."

"Well they seem to think that!" Anna screamed.

The lawyer sighed and flipped through the lawsuit. "Ma'am, think about your niece."

"I am!" Ana snapped back. "I'm the only one thinking about her safety and well-being! I'm the only one who has ever cared!"

"Mrs. Watson, things have happened in the past year alone that have severely put her safety in question. There was the invasion by those monsters, her repeated disappearances that you've been called out on, and just recently, the attack by that diabolical man Dr. Octavius. All of this points to one thing."

"Are you implying that I'm a terrible parent here?!"

"No. I'm not implying that. I'm not implying anything, I'm stating a fact. New York is not a safe environment for your niece. She isn't safe here. We believe it is best for you're niece if she goes back to LA. With her parents."

"If you think it's dangerous here, you have no idea what it's like over there, with them. My sister is no parent, and her husbands no better!"

"I'm sorry, but the decision stands. There's a plane leaving for LA this evening. I suggest you book your niece a ticket. Sooner, rather than later. Or I can call child services and inform them that you're being uncooperative."

"How dare you!" Anna screamed, leaping from her seat.

"Ma'am, this is what's best for your niece. It's time that Mary Jane went home."

Unknown to both, a single woman watched the events unfold from the confines of her wheelchair. Madam Webb smirked at her handiwork. "I'm sorry dear. But you've left me no choice."

* * *

**Africa, Air Field**

Cloak and Dagger boarded the ready-and-waiting jet with their bags. Peter trailed behind them before stomping on the ramp. He turned around to see Kraven speaking with Ezekiel near their jeep.

Peter tossed his bag into the belly of the cargo-jet and walked off the plane, heading towards the two older men. He stopped just short of them and Ezekiel nodded his head. Kraven turned to see the teenager waiting patiently.

"I see you're looking better, boy." Ezekiel muttered. Peter merely nodded and the man simply walked back towards his jeep and opened the door so he could sit in the passenger seat, leaving Kraven and Peter alone.

"He may not seem like it," Kraven started. "But he is glad that you survived. You've impressed not only him, but the entire village."

"I'll make sure to send them a post card. Or do guys have internet? Because I could always just Skype them." Peter said with a small grin. "But in all seriousness, you're not coming back with me, are you?"

Kraven slowly shook his head. He placed a hand on the teen's shoulder before speaking. "I wish I could, Peter. But my work here is not finished. Ezekiel and I still have much to prepare for in the future. There are more powerful beings than Shathra that threaten the Web of Life, we must ensure that its champion is ready."

"I'll be ready Kraven. Just do me a favor please."

"What kind of friend would I be if I refused?"

"I don't know, a lousy one? But, can you just keep Webb out of my life. She's just been so…irritating. Unless she has some actual advice or news, and I don't mean cryptic visions, I mean actual helpful news, please tell her to stay the fuck away from me."

Kraven sighed. "I have no power over what Webb does. But I will try to keep her at bay. But until then, goodbye my friend."

Peter pulled the larger man into a hug, one that the surprised hunter returned with a small smile. "Stay safe Mr. Grimm Hunter." Peter said.

"Fight well, little spider." Kraven replied.

* * *

Ezekiel watched as the teen boarded the plane. Kraven opened the driver's door and sat in the front seat. "Webb won't listen to you." Ezekiel said as he watched the plane take off. "She'll do whatever she can to alter the outcomes in her favor."

"I know." Kraven said with a sigh. "And I fear she doesn't know the consequences of her actions."

"Oh she knows." Ezekiel said as Kraven started the jeep. "She just doesn't care."

* * *

**New York City, Bay Area**

The massive cargo freighter docked itself near the front of the bay, dwarfing the other vessels in the bay. A small group of men stood near the edge of the dock, watching the ship lower its anchors.

The men watched as a large bridge lowered itself from the bow of the ship, creating a ramp that touched down on the docks. The men gripped the guns hidden beneath their coats as the sound of footsteps echoed across the foggy water.

The lead man stepped forward but stopped as a figure began to walk down the ramp, emerging from the fog. The man was clad in thick black clothing with a black and grey mask covering his face. He was at least 6 feet tall and had a large muscular frame. His black boots echoed over the metal bridge.

"Who are you?!" the lead man exclaimed pulling out his weapon. He aimed the gun at the newcomer who just kept walking. The man's steps slowed but didn't stop.

"I have to say…" the man said in a deep voice. "I was expecting the Kingpin to have more men on this boat…but I guess a falling king can't get good help."

"Who the Hell are you?!" The lead man said. The man in black kept walking until his foot hit the wooden dock. The men all stepped back but kept their guns trained on the mystery man.

"Lay down your weapons and you can join me, or leave this dock with no harm done to you."

"Fuck you!" The man screamed.

"GAAAHH!" the entire group spun around to see one man with an arm through his chest. Blood polled from his rib cage before the arm tore itself free.

The man crumpled to the ground to reveal a woman clad in a form fitting white body suit with five claws. The White Tiger stood over her latest kill before turning to the other men that had their guns raised.

They quickly raised their weapons at the newcomer before a hand found its way onto the lead man's face. "I wouldn't if I were you…" the new menace said. The group looked at two new beings that had arrived at the docks. The on gripping the leader gangster was pale and thin with black glasses adorning his face. His fingers were long and bony, ending in jagged nails.

The second figure was a hulk of a man in a heavy brown suit with a hairy brown beard that covered his entire lower face. The man was massive in height and his muscles could be seen through his simple brown suit. Rough House and Blood Scream stood with the pseudo vampire gripping the lead man in his bony hands.

"What will it be?" the man in black asked. "What are you willing to do? Betray your employer and join me, or simply lay down their weapons and run."

The gangsters glanced at each other nervously before the lead gangster spoke up. "Don't you wuss out now! Fuck these motherfuckers up!"

The men quickly raised their guns before the man in black's mask began to glow green. The marks on his eyes erupted in a blinding flash of energy that slammed into the group, sending them skittering back into the docks.

"Now you've felt my sting, my power. Rough House, Blood Scream, finish them."

"GRRRR!" Rough House snarled before he charged forward. Blood Scream through the man he was holding to the ground before he dashed into the fray to murder all in the vicinity.

The lead man looked in horror as he saw his friends being pummeled into the ground by the one called Rough House. Another man screamed as his fleshed withered and died from Blood Scream. The vamperic-like being drained the blood from his victims before dodging a bullet and tearing the shooter's head off.

"Do you see what loyalty to Fisk has wrought you?" The man in black said grabbing the man's head in his hand. He hefted the man to his knees as he clawed at the hand on his skull. "Nothing but ruin!"

The man squeezed, shattering the poor gangster's skull. Blood gushed out of the shattered skull, coating the floor in crimson paint. The body dropped to the ground as Blood Scream and Rough House finished up.

White Tiger stood beside her boss as he gazed at the small-scale devastation brought to the docks by the simple fight. "Is this the message you want to send?" Tiger asked. "The Black tarantula is here?"

"No." Black Tarantula said, stepping over the corpse. "This was simply a demonstration of what will happen to the remains of Fisk's crumbling empire. He's abandoned his kingdom to the rats. So now the true predators seep from the shadows to fill the void left by the previous 'Kingpin'."

"But we're going to send a message, right?" White Tiger asked as she flexed her hands, ejecting her razor-sharp claws. "I get antsy…"

"We'll send a message my dear. I guarantee it. But for now…we must wait patiently. While some masters of crime plan for years, the Black Tarantula has planned for decades! And this city will belong to me!"

* * *

**Graveyard**

George Stacy stood in the cold wind as he gazed down at the gravestone. He felt the sting of tears filling his eyes but held them back. He knelt down to the grave and placed the bouquet of flowers on cold stone slab.

"I miss you Gwen…I always will." He stood up from the grave that now had flowers and a picture of one smiling Gwen Stacy. Captain Stacy took a step back before letting the tears fall from his eyes.

"George?" Captain Stacy didn't turn around. He didn't want his former partner and friend to see him cry. Jeanne DeWolfe looked away, knowing why her friend wouldn't face her. "We uh…we got a report."

George sniffled, wiping tears from his eyes. "What happened?"

Jeanne sighed, preparing to tell her boss the news. "There was a breakout at Ravencroft Asylum. A few inmates escaped with the help of several costumed criminals."

"Kasady?!" George muttered in horror. "Was he one of the esca—"

"No. The Carnage killer is still locked up. He was locked in solitary confinement so he was on the opposite side of the breakout but…Marcus 'Massacre' Lyman got out."

"Massacre? Lyman is loose?" George asked sternly. Jeanne nodded her head. "Dammit. Get the word out. We need a manhunt started right now! Send out a fucking bounty if you have to!"

The two cops moved towards their cars as Jeanne continued to talk. "George, the people who freed Lyman were good. One was confirmed as Herman Schultz, the Shocker."

"That bank robber from a year ago? Spider-Man threw him in prison! When'd he get loose?!"

"That's the weird thing, Schultz is still in his cell! It must be a new guy."

"Then set up a visit for me! I want to know if he had any contacts that could make that gear of his from scratch! Anyone he might've partnered with!"

"He was a safe-cracker and bank robber for years, that's a lot of crooks to sift through."

"Then get Watannabe to help you! I want those bastards found!"

"Maybe we should bring in Spider-Man for this case, these guys don't seem like pushovers."

"Sure, let me know when he shows up again." Stacy said sarcastically.

"You mean he still hasn't come back?" Jeanne asked.

"He was beaten bloody by a monster in the streets…if he's smart he'll stay out of this. We can handle it."

"Why all the hate for him now?" Jeanne asked.

"No…I don't hate him. I'm worried about him. I'd rather Spider-Man never come back, that way the kid beneath the mask can live his life…and stay out of mine…" This last sentence was muttered under his breath but it was still heard by Jeanne.

The detective didn't press the issue as they headed to their cars.

* * *

Underneath the cemetery in the oak casket of Gwen Stacy, something stirred. The young girl's corpse hadn't been preserved. Her father had refused to allow her to be embalmed. It was a good thing he hadn't.

The black dress Gwen wore slowly became darker as something oozed its way out of her stomach, seeping out through the pores in her skin and covering her in a thick mess of red goo.

Web-like tendrils crawled up her body, covering her in a thick suit of red sludge before it slowly tightened. And then the eyes opened. Two orange jagged eyes that held nothing but animalistic rage.

* * *

**Lennox Hill's Hospital**

Mary Jane gathered up her things and walked out of her hospital room. Her aunt was waiting for her down in the lobby, and for one reason or the other, she was concerned. Her aunt had called her on her phone and sounded distraught, like she'd been crying.

Her aunt had told her she was going to pick her up from the hospital and the doctors had discharged her. She walked into the elevator, oblivious to the woman in the wheelchair right next to her.

Webb smirked as she watched her plan unfold. All it took was a little push. The slightest shifting of thoughts. The doubt that was in the back of the girl's mind was pulled forward, ever so slightly. The doubt of which was more important to the boy she loved.

Her? Or the mask? Webb watched as the girl's body stiffened at the thought. The sense of doubt was startled as the elevator doors opened to allow the red head to walk out of the elevator.

She smiled as she saw her aunt. Her smile faded however as she saw the distraught look on her aunt's face. The woman didn't meet her niece's gaze as the teen slowly approached her.

"Aunt Anna I—"

"The car's outside. We need to go now." She said grabbing her niece's hand and pulling her out into the streets. "We need to go soon…" she muttered. MJ swore of she heard her aunt's voice crack but the woman refused to look back at her.

"Aunt Ann what's gotten into you?" she asked as the older woman grabbed her niece's bag and tossed it in the back of the car. She quickly ushered her niece into the car before getting into the driver's seat. The woman still refused to look her surrogate daughter in the eyes.

MJ leaned back in her seat but couldn't shake her feeling of anxiety at what was to come as the car took off into the busy streets. MJ looked up in the rear-view mirror to see several suitcases nestled in the back seats.

She turned her head to make sure she wasn't imagining things and saw all the bags were her own. She turned back to her aunt, ready to ask the question when she saw a sight that made her heart break.

Tears rolled down her aunt's cheeks as she kept her eyes glued to the road. "I'm sorry Mary Jane…" she sobbed, barely holding back from a full breakdown.

"Aunt Anna…" MJ whispered in horror. "Please don't…"

"I'm so sorry…" her aunt sobbed.

* * *

**Over the Atlantic**

Peter laid back in the cargo jet, strapped to the wall as the jet rattled around in the sky. Cloak and Dagger, both who'd only been on a plane the two days before, were gripping each other's hands as the plane went through some turbulence.

They looked to see Peter simply lying back in his seat. They looked at each other before going back to staring at him.

"How are you so calm right now?!"

"Hmm?" Peter said groggily, opening his eyes. He blinked a couple of times, doing his best to jog himself awake. "Are we there yet?" he mumbled, rubbing his eyes.

"You were asleep?!" Dagger shouted. "In this racket?!"

"Huh? N-no I was just uh…guh what time is it?" Peter groaned as he searched his suit for his phone before realizing he didn't have it.

"I don't know!" Cloak shouted over the rattling of the plane. "I can't hear anything the pilot says over this damn rattling!"

"God I wish I hadn't left my phone at my…house…shit!"

"Oh what now, Spidy?" Dagger asked.

"My aunt! My friends…my girlfriend! Oh god MJ's gonna kill me for this! She's probably worrying her brains out! My god I'm such a selfish ass!"

"For going out and getting your ass handed to you by a monster?" Cloak said.

Peter sighed. "Yeah…I so fucked up here…if my aunt won't kill me my girlfriend will…god I'm a dead man walking…"

"Hell hath no fury like a woman's scorn…" Cloak muttered. He stopped talking when Dagger gave him a glare.

"Amen to that brother…" Peter moaned as he placed his head in his hand. He had no idea how he'd fix this with either MJ, or his aunt.

"Can you not call them at all?" Dagger asked. "We probably got a SAT phone in the cockpit. I'm sure the pilot wouldn't mind, he was paid to fly us back."

"Nah…" Peter groaned. "I wouldn't know what to say to them…and besides, SAT phones aren't the best for personal calls."

"Not private enough for ya?" Cloak asked.

"Something like that…yeah."

"Too bad you don't have like some kind of communication device with you. That'd be handy now." Dagger mused.

"Wait…" Peter realized. "Goddammit!" He screamed. He quickly rustled through his suit's inner belt and pulled out a small earpiece. He quickly began to tune the device to see if MJ had left him any calls, at this point they could be numerous.

"You had a communicator on you this whole time?" Dagger asked. "And you didn't think to call her?!"

"I was fighting for my life! Give me break! And some peace and quite while I listen to this!" Peter snapped back as he began to filter through the numerous messages on his phone.

* * *

**Solfen's Office, New York**

"And he's disappeared?" Solfen asked an entranced May. The older woman nodded her head mechanically.

"Yes…" she responded in a monotone like voice. The woman was slumped in the chair as Dr. Karla Solfen simply leaned back in her own expensive armchair.

"Hmmm…I can't exactly see that as beneficial. If he comes in contact with you, I want you to send him to me by any means possible, do you understand, May?"

"Yes…" the older woman moaned with glossy eyes.

"Good. You can leave now." May stood up from her chair and walked out of the room without so much of a peep. Solfen removed the glowing yellow stone from the necklace that hung from her neck. She eyed her prized artifact as she saw her own reflection in it.

"What would I do without you?" she whispered as she gazed at the object. She remembered when she'd gotten the object of power. She had been a young promising psychologist until she met a man by the name of Dr. Faustus. The man had taught her everything about hypnotism.

He'd introduced her to numerous individuals of the shady variety, none more so than a woman named Viper. The woman was running experiments for her own organization, one called Hydra, and one experiment was proving rather troublesome.

A man by the name of Lloyd Bloch had been a subject in the terrorist cell's latest attempt at a super-soldier. This time by using radiation from a stone found on the moon. It had given the man immense strength and powers, far beyond what the scientist has anticipated, but it came with a price.

The man had gone insane, he coveted the stone like it was his lifeline, how ironic that was. Solfen had been tasked to help him through his 'dependence' on the stone. But as the sessions went on, things became clearer, for Solfen at least.

It was the stone. It gave him powers, but he was dependent on it. So Karla got creative. She had Faustus drug his food; She had Viper put him through horrifying situations. All about the stone. Convincing him that it was changing him, warping him into a hideous beast. And it worked! He had thrown the jewel away, and to Karla. Being the opportunist she was, she had taken the crystal. Whatever it really was, Viper called it a moonstone, the stone gave her powers. But with the same cost, she NEEDED the stone. She was empty, hollow and cold without it.

Not long after Faustus had been apprehended for illegal experiments while Solfen had steadily built her reputation as a well-trained hypno-therapist. She found the stone was a perfect medium to use for the entrancing of her victims.

All except one. Marc Spector. Her problem child, so to speak. The young man had come to her to 'fix' his DID (Dissociative Identity Disorder). He was troubled to say the least. His true persona (or what she could perceive as the dominant one), Marc, was dancing on the thin line of a sociopath. Steve was a horn dog and a womanizer, Jake was the stand up do right, and honestly the most likeable.

But they didn't respond to hypnosis. They didn't come to be fixed. They came to understand it. To control it, to use it. And he had left. Flown back to Egypt without another word.

But as she looked into the stone her unease settled. As long as she had the stone she was unstoppable. And she'd be the one in control. She snickered to herself as she continued to stare into the yellow gem.

* * *

**JFK Airport**

Mary Jane Watson slowly entered the airport as people walked by her without so much as a glance. MJ was struggling to hold back all the emotions churning inside her. Rage, fear, sadness. All of it directed at so many people.

Unknown to her was Madam Webb, trailing behind her on the psychic plane. No one could see the woman. No would really care. She knew what people were like, and that's why she was here. This girl. This young strong-headed girl was so different.

Time and time again she had stood by the one she loved. Deep down she wished that the boy could end is career as Spider-Man, to come home at the end of the day without broken bones or wounds that made her cringe every time she had to bandage them.

But throughout all that, there was an admiration. A love for even the being that put Peter Parker in danger. Because of what Spider-Man stood for. For what the man behind the mask stood for.

Webb was here to make sure that the girl did leave. But it was a challenge. Influencing the girl's parents, Child Services, even her aunt, was relatively easy. She pushed their doubts to forefront of their minds, put the slightest suggestions into their subconscious to have them do what was needed.

But this girl, this nuisance, was the hardest one to coerce. She had to constantly push the doubts of her relationship to the forefront of her mind. But the girl was like Teflon, nothing was sticking. Every piece of doubt that she pushed into the girl's head, it was pushed out by her confidence in the boy.

Webb sighed. This girl was horribly in love with the man known as Peter Parker. And it was that kind of emotion that would jeopardize everything. The girl had already left her lover a voicemail telling him almost everything. At this point the boy would be sure to come running to stop her. All it took now was for the boy to hear her message and react.

* * *

**JFK Airport, Runway**

The massive cargo jet touchdown with a large bump, shaking the occupants on the inside. Cloak gripped his chair as the jet bumped onto the runway. Dagger wasn't fairing much better as she grabbed her boyfriend's arm to steady herself.

Although he would never admit it, even Peter wasn't use to flying. He gripped the seat and even adhered to it to keep himself from rattling about. The plane finally came to a halt. He sighed in relief before the green light from the cockpit lit up the cargo-hold. Peter unbuckled himself and stood up from his seat.

He looked at Cloak and Dagger who were getting up as well. "Hey guys." He said, catching the two's attention. "If you ever need help, I want you to go see a little office in Harlem. It's called Heroes for Hire. They have people like you guys. Give it a shot if you're starting to dig the whole…hero-thing."

"Thanks, Spidey." Dagger said.

"We'll think about it." Cloak said.

Peter turned away from them to check the last voicemail MJ had left him mere minutes ago. He tapped the com-piece and the message began to play.

"**Peter…it's…its MJ. This is probably the…god I don't even know how many messages I've left you but…but I know you'll get this. What ever happened with that lying bitch, I know you made it out alive. I want to see you so badly…but I can't."**

Peter's eyes widened at what he was hearing. Cloak and Dagger looked at the teen with questioning gazes. Cloak was the first to speak. "Yo, Spidey, you okay?"

"Shut up!" he barked. Cloak and dagger looked at each other before looking back at the now shaken teen.

"**I-I wanted to tell you in person…but I can't. And it's not just because you're not here right now. It's because I can't…I can't say these things to you in person without…" **Peter heard the girl's choked sobs echoing over the phone.

He bolted. He leapt from the jet's opening doors and leapt into the air, firing off a web-line and pulling himself into the air so he could land on the airport roof. He pulled his mask over his face all while the recording continued to play.

"**I'm leaving New York…and I don't think I'm coming back. This isn't my choice Peter, but it's the only one I have." **Spider-Man dashed up the airport's control tower and perched on its tip.

"**My aunt wants what's best for me…and no…this wasn't her idea…she's been the mother I needed when my own mother barely acknowledged my existence. She want's me to stay…but if I do…they'll take me away from her. From you. It's child services…they…they came to my house while you were gone…while I was in the hospital. They said…they said that it wasn't safe for me here in New York…and that my parents…those monsters of all people! That they wanted me back in LA!"**

Peter's hands balled up into fists as he continued to adhere to the top of the signal tower. He looked around the entire runway, looking for any plane that might be taking off.

"**I don't expect you to understand…I can't even understand it…but I'm leaving tonight…by the time you get this I'll probably already be at the airport." **

Spider-Man frantically looked around at the moving planes before he saw a single man outside the terminal smoking. He was wearing the airport's uniform, and in his panicked state, Peter really had no other options. He leapt from the building and fired a web-line that hit the side of the tower. He felt his decent halt right above the man before he released his grip and landed behind him.

The man heard the noise and turn around, only to be horrified by the disheveled sight of Spider-Man. The teen grabbed the terrified man by the collar and hoisted him up.

"When's the nearest flight to LA?!" he screamed. The man looked at the vigilante in complete fear. "WHEN?!"

"T-the next one is in t-t-twenty minutes! Please! Please don't hurt me!" the man sobbed. Spider-Man dropped him to the ground before leaping back into the air.

He dashed onto the surface of the airport's wall and ran up its side. He leapt onto the glass ceiling that over looked the terminal. His eyes scanned over the vast lobby below, hoping to see any sign of the redhead.

When he saw none his grip on the glass tightened, cracking it. He slowly leaned back, tears threatening to fall from his eyes as a sense of rage and hopelessness began to seep into his heart.

He slowly walked away from the rooftop window and towards the edge of the building when he spotted a single figure. She was standing outside one of the airport's smoking areas where she leaned against the railing, her read hair swaying in the wind.

Spider-Man wasted no time and fired off a web-line. The line snagged Mary Jane who shrieked in horror before she was vaulted into the air and landed in Peter's arms.

"Peter?!" she exclaimed in surprise. Spider-Man set the girl down as she took a step back. Her eyes immediately filled with tears as she saw her boyfriend's state. His costume was torn all over. Gashes lined the legs while half his mask was gone. Worse, his shirt was more than a third gone, leaving his torso bare except for the thin strands of webbing he was using to keep it together.

"Oh tiger…" she whispered as she touched his chest. She saw Peter wince in pain as his body still sported the many scars from his battle with Shathra. Scars that he wasn't sure would ever heal. "What happened?" MJ asked.

"It's…" Peter started.

"Don't you dare say it's complicated!" she snapped. Peter looked away, unable to meet her gaze.

"I don't really have any other words to describe it…not one that would summarize all the crap in the last twenty-four hours." He said. He locked eyes with her and opened his mouth to talk.

"Don't." MJ said, breaking eye contact. "Don't say it." She whispered, holding back tears.

"MJ…please…I can't lose you too…" he whispered. "MJ please I lo—"

"Don't say it!" MJ shouted with tears streaming down her eyes. "Don't say it! Please!"

"Why?! Why can't I say it?!"

"Because it'll just make it harder!" MJ screamed. "How am I supposed to leave when you say those words?! How am I ever suppose to walk off this roof without feeling guilty?! It's not fair!"

"MJ…I…I don't want this…" Peter said, stepping towards her. MJ stepped back, not allowing herself to be any closer.

"You think I do? You think I want to leave New York? To leave Mattie, Flash…my aunt? You think I want to leave you?" she asked, tears falling off her cheeks. "You think that I'd want to leave the one place in my life that actually feels like a home and not some Hell I was trapped in?!"

"Then why go?" Peter asked, trying and failing to keep his voice from cracking.

"I have to…they threatened to sue my aunt…my parents are doing this just to spite her. To spite me."

"We can fight this…" Peter pleaded. "I've got Matt…h-he's a top-tier lawyer he could fight this for us!"

"Peter this isn't a housing issue…they're threatening my aunt for everything she has if she doesn't let me go…it's already done…I'm set to go back to LA tonight…" she sobbed.

"Please…don't leave me…" Peter begged. "I've lost Gwen…Harry…I can't lose you too. I don't even want to think about it…you've been the one constant in my life…"

"Just stop…" she whispered, covering her mouth. "Please just…just stop."

"I can't…I can't…MJ I love you…please don't go." He begged. He wanted her to stay. He needed her to stay.

"I don't have a choice." The girl said. "I love you Peter…I really do…you're brave, selfless…you're not afraid to admit you're wrong. But…there's always been another constant in this relationship…Spider-Man."

"MJ…" Peter said, pulling off his mask. "I told you…this is who…this is what I am…"

"I know." The girl said with tears. "I know that better than anyone…but I need to know…I want the truth."

"W-what are you talking about?" Peter asked. He took a step forward only for the girl to take a step back. "MJ…what truth are you talking about? I tell you everything!"

"You haven't told me this…" the girl said before looking him dead in the eye. "I need to know…whish is more important to you…me, or Spider-Man?"

Peter froze. He couldn't answer that. There was no way he could answer a question when he didn't know the answer. All he could do was try and mouth the words. MJ waited for his answer.

"I…I don't…" Peter muttered, unable to get the words out of his mouth. MJ finally looked away and walked towards the door on top of the roof. "MJ please…don't leave me too." Peter begged, tears running down his face.

MJ stopped walking, her hand had found its way to the doorknob, but she didn't open it. She turned her head to look at the man she loved one last time. "Goodbye Peter…I love you."

Peter watched as she went through the door and closed it. He fell to his knees in defeat. The sun was setting, bathing the entire roof with a red hue. All he could do was sit in defeat. The strongest pillar supporting his life had just been yanked out from under him.

Madam Webb looked at her ward as he began to sob. She said nothing. No smug remark left her mouth. "This is what's necessary." She said before fading away, the boy unaware that she was ever there.

* * *

**Sorry this chapter took so long, but writer's block sucks and I'm trying to push past this little arc, as it will be one of my least favorite. Also I've been trying to finish up my Avenger's 2 story, I've got one or two chapters left in it so check it out as it should be finished in the same week as this one. **

**Hope you enjoy it!**

**Next Chapter!**

**Chapter 56: Coping**


	56. Chapter 56: Coping

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Here is where I'm introducing a new mechanic in my Spider-Man Story, the inner monologue! EX:**

_**Blah blah blah**_

**And normal thoughts will be in italics.**

* * *

**Chapter 56**

**Coping**

* * *

**Two Months After the Liberator Invasion (Ultimate Avengers 2)**

**New York City, Night**

The city that never sleeps was ripe with activity. Construction crews worked endlessly to repair that dozens of demolished building left in the wake of the Liberator Invasion.

Workers moved about the area as bulldozers and cranes creaked and groaned in their movements. All of this was watched by a lone figure perched atop the top of a crumbling building.

Spider-Man sighed as he watched another portion of the building break away from the impact of the wrecking-ball that cracked its side. _'Guess my time here is done.' _He thought to himself before firing a web-line and swinging away from the building.

'_You ever get those days where everything just seems like shit? I mean, I'm sure everyone has them at some point in their lives.'_

Spider-Man flipped through the air and stuck to another building before launching into the air with another web-line, propelling himself towards another building in the recovering New York City.

'_It's been two fucking months since the invasion by those Liberator assholes and Hydra. Two months of clean up. Not from just me, but every hero I've ever heard of. The FF, the X-Men, and Hell, even the Avengers.'_

Spider-Man swung past an empty alley to see a man being mugged by a group of punks wielding makeshift weapons. Without thinking he released his line and plummeted towards the alley wall, slamming into a thug before bouncing off his back to deliver a powerful blow to a man's jaw with his heel.

'_Two months since the Avengers announced they were going solo, now sanctioned by the United Nations aside from just SHIELD. Not like I give a crap. If they're not helping the people on the streets…'_

Spider-Man dodged the pipe that was aimed at his head. He grabbed the man's arms and bent it, snapping his wrist. The man screamed in pain before a patch of webbing silenced him. The man found himself being planted face first into the ground. Another thug with a knife took a stab at the wall crawler.

He didn't even bother to dodge as he caught the man by the wrist and squeezed, crushing the man's hand and delivering a massive surge of electricity through the man's body, causing him to spasm and gasp. The man went limp and fell to the ground as Spider-Man tossed the knife across the alleyway.

The old man stared at him in complete fear as he gripped his brief case. "P-please! Don't kill me!" he screamed, holding his brief case in front of him protectively.

Spider-Man said nothing before he leapt over the man, adhering to the wall and crawled above it to reach the roof.

'_If you think I care what people think of me now a days? The answer is I don't. Not much…okay I do care, but not enough to actively do any PR work at this rate. These past two months have sucked. Hydra is back, the bitch who kidnapped my sister as a child is still at large, and my sister and clone are underground with Nick Fury ever since he got canned.'_

Spider-Man sat down on the edge of the building and looked over the bustling city. From where he sat he could clearly see the Baxter Building with its many lights illuminating the dark night sky.

'_Now some asshole named Marvin Flumm is running SHIELD now. From what I know, Flash and Mattie are still in school…but if they're still working with Fury they might know where the rest of my screwed up family is. And that means Liz is with them. But I have no clues about Harry. And now SHIELD's cracking down on Meta-humans like there's no tomorrow.'_

**KAABBOOM!**

"What the fuck?!" Peter muttered as an explosion rocked the block. He hopped to his feet and leaned to the side to see a cloud of fire and smoke billowing out of the side of a building. "I'm pretty sure that was a bank."

Spider-Man leapt from the building and fired off a web-line to swing across the block, landing on the side of the burning building as a large humanoid mech stomped out of the fire. The white and orange mech was roughly 12-feet tall with large hands that were glowing with an orange light.

"Okay…" Spider-Man muttered as he switched to his impact webbing. "This is going to be so therapeutic!" Spider-Man leapt off the building fire his web shooters.

'_Speaking of therapeutic…'_

* * *

**Four Week's Ago, Solfen's Office**

"I'd like to start with an…apology…" Peter muttered half-heartedly as he looked across the table at the source of his current irritation. Across from the brooding teen was a blonde bombshell by the name of Karla Solfen.

"You mean from when stormed out of my office and nearly broke my door?" she replied in that condescending voice that made Peter's skin crawl.

"Yeah…I…I was out of line…" he lied through his teeth. He'd only agreed to this because his aunt had nearly kicked his ass out of the house for disappearing after his fight with Shathra. "And recent…events…" Peter muttered as he thought back to that night over a month ago. When the love of his life had literally flown out of his life.

"Recent events have led you to seek help? Or advice? Because I can do both." Solfen said with a sickeningly sweet smile. Peter reluctantly nodded. The doctor grinned. "Peter, you have no need to apologize. That outburst of yours was progress. It let me know that you can be reached. And while I might pry and push you, how you respond only tells me more about you."

"Really?" Peter said. He had to keep his poker face up to hide the anger in his mind. He really wanted nothing to do with this, but for his aunt's sanity, he'd go along with it.

"Yes. Now I know from speaking with your aunt that you recently broke up with your girlfriend. I think we should start there. Is that alright with you?"

Peter gripped his arm, he could feel his talons digging into his arm. He gritted his teeth before answering. "Sure…I'll start from the beginning."

* * *

'_Needless to say that session left me pissed off as all fuck! It's been a little over two months since Mary Jane had to move back to LA. For what it's worth, part me feels better that she's safer. And part of me wants to strangle that part of myself for not finding a better reason for her to stay.'_

Spider-Man dodged another explosion fired from the mech's hand. The heat from the flame licked his suit as he sailed over the fire and brought his fist down, slugging the mechanized villain across the face.

"So you got a name or what?!" Spider-man called out as he launched a volley of impact webbing at the criminal. The thick adhesive exploded on his suit, pinning his leg to the ground while he fired off another round of explosives at the agile hero.

"The names FAÇADE you punkass kid!" the criminal shouted as a blast of fire erupted from his arm. Spider-Man ducked under the flames and fired an impact web into the weapon's nozzle, clogging it. "Damn you!"

"So why Façade? I mean if you were a stealthy criminal I could see how that could work. But—" Spider-Man's sixth sense buzzed to life, allowing him to leap over a rocket fired from the man's suit. "you really don't seem like the stealthy type!"

"FAÇADE's an acronym you moron!" the man roared while blasting his leg free.

"Really? What does it stand for?"

"Full Acclimation Combat and De—Oh who am I kidding you're not even listening!" FAÇADE screamed.

Spider-Man dodged another explosive blast and landed on the roof of a car. "What? No I was listening!" he defended.

"Really?" The man called back sarcastically. "Repeat what I said!"

"Sure! Full Accelerated…coffee…what was the fourth word?"

"You only got one right!" FAÇADE screamed aiming his hand cannon at the wall crawler.

"Oh give me a break I just met you!"

**BAWRROOOMM!**

The two combatants looked up to see a lone figure rocketing through the sky. "Oh god…" Spider-Man groaned as a sense of dread slowly filled his stomach. "Please tell me that's Iron Man."

**FABOOM!**

The object crash-landed into the ground, sending debris flying before it stood up, its green armor reflecting the many street lights and fires that dotted the block.

The new arrival was a 9-foot tall green, humanoid mech-suit with an armored helmet that looked vaguely knight-like. Its chest was broad and bore a shield-like emblem. On it's shoulders sat two 5-barrled rocket launchers while its right leg holstered a large hand-cannon. The undersides of the armor bore the letters of the NYPD.

"**This is your only warning. Surrender now, or Guardsmen is taking you down!"**

'_And then there's this asshole…Guardsmen."_

* * *

**One Month Ago, Roxxon Corporation.**

"Captain George Stacy and Detective Jeanne Dewolfe, I'd like you to meet Ms. Zoe Walsh." The attendant said.

Captain Stacy and his head detective were approached by a young woman with long black hair in a business blazer and dress pants. The woman couldn't have been any older than mid-twenties but she had an air of authority around her.

"It's nice to meet you two." The woman replied. "I've heard good things about you both." She held out her hand to shake the captains who returned the gesture.

"I'm sorry to say I haven't heard of you Ms. Walsh." George replied.

"It not an issue. With everything happening with Roxxon at this point I'm a little happy that my department has been overlooked. But it's now open for the police."

"Yeah…" DeWolfe muttered. "About that. You guys must really be in hot water if you're coming to us for PR help."

"I figured we're birds of a feather in this scenario." Zoe replied. The too lawmen spared each other a look. "I guess I should elaborate on that little comment. In the last couple of months alone, super-crime has been at an all-time high. Beings with power far-beyond normal humans are becoming common."

"Anything we don't know?" DeWolfe asked.

"You're department is being blamed for incompetence in handling super-human threats and public opinion on your department is at an all-time-low." Zoe replied. "With the protests against racist police, and corruption charges from incidents with the Kingpin, and now super-crimes that your department is ill-equipped for, your PR is as bad as ours."

The two said nothing. Zoe smirked as a large container was moved into the middle of the room. A tech walked over to the group and handed Zoe a small remote.

"We both want something. You and your department want—no, you NEED a way to combat super-humans without relying on masked vigilantes. And Roxxon needs away to improve its own plummeting approval rates. Personally, I couldn't give two shits about what's happening with the big brass upstairs, that's Dad's department."

"What?" George asked.

"My Father, Mr. Walsh happens to be the current CEO of Roxxon here in New York. And before you ask, no I didn't get this job do to Nepotism, my dad never knew I worked here until after I got the job."

"What exactly is your job?" DeWolfe asked, and continue with what you were saying about wants and needs."

"Well, I'm currently the head of technical engineering and defense for Roxxon. And secondly, you need a way to combat super-humans. And while my like for this place only persists because of my need for this lab and the team I currently have, I still need Roxxon for a job, so some good press would be what the board and Daddy dearest want. So, I'm offering a win-win scenario here. Roxxon give the NYPD, funding, equipment, and the capacity to handle super-humans, and in return, Roxxon gets some good press."

"You must be joking." George muttered. "You want us to partner up in some fucked up sponsorship so you can try and sweep your charges under the rug? Your company is accused of weapons proliferation and human rights abuse! Not to mention the countless people you endangered by making monsters like Electro!"

"I'm not going to pretend like Roxxon is trying to do anything other than redeem itself in the eyes of the public, but we're offering you help, in exchange for press. Not leverage in any cases, not pardons for any crimes we've done. This is literally about making something that can protect normal people from super-humans."

Zoe pressed the switch in her hand and the container opened up next to her, unfolding to reveal a mobile platform with multiple mechanical arms that swerved to life around the sole object on the platform. A large 9-foot tall mech with green armor.

"This is the Guardsmen armor. Made of an experimental nano-carbon alloy that's twenty-times stronger than steel and with a quarter of the weight. And that's just the armor plating. Instead of using hydraulics for the classic use of super-strength used in robots, this utilizes a special semi-organic muscle tissue created here at Roxxon. Using strenuous testing and steroid boosters, we pushed the muscles to be able to lift 10 tons. But the neat trick is the muscles tear and regenerate much as human muscles do, but it gets stronger."

George looked at the massive machine and turned to Zoe. "So Captain, all I need is your approval and we can begin to—"

"No." The Captain said as he turned around, walking out of the room without another word.

* * *

"**What's the answer boys? Surrender? Or resist?"**

Spider-Man perched on top of a crushed car with a scowl on his face as he saw the new 'sheriff' in town. "Of course we're going to resist! It's like asking if a criminal is going to run or not! The answer 90% of the time is fucking yes!"

"Oddly enough I agree with the arachnid." FAÇADE said.

"Hey you actually know I'm not a bug!" Spider-Man chimed in.

"Now both of you can die!" FAÇADE raised his hands, firing off two blasts of explosive energy that tore the street apart.

Spider-Man leapt off the car while Guardsmen took the blow head on. Spider-Man landed on the side of the roof as smoke billowed over the area where Guardsmen once stood.

"**Was that your best shot?" **The digitized voice boomed through the smoke. FAÇADE stepped back as he saw the glowing green eyes of the police enforcer. The mechanized human stepped out of the smoke and raised his hand cannon.

"**Samaritan, concussive rounds." **He ordered as his gun lit up bright blue. He squeezed the trigger and watched as a blast of blue energy erupted from the barrel, crashing into FAÇADE, sending the armored villain flying across the street.

"What the fuck?!" Spider-Man shouted. "You got new weapons now?! That is so not cool!" Guardsmen leveled his weapon at Spider-Man. "Oh fuck…"

"**Watch the language." **Guardsmen fired off another shot that Spider-Man leapt over to dodge, only to realize that the shot wasn't aimed for him. The bullet pierced the car before releasing its concussive power.

Spider-Man's spider-sense burst to life before the car exploded, below him, sending him hurtling through the air before he crashed into the ground. "Gah…" he grunted as he gripped his shoulder.

The stomping of metal boots drew his attention towards the Guardsmen as he leveled his gun at the teen. **"Samaritan, stun mode." **

"**Confirmed."**

* * *

George Stacy took another swig of whiskey as he sat at the bar. The bar tender set another glass down on the counter next to him, making the captain look up. "You look like ya needed another one." The redheaded woman said before walking away.

"Thanks…" George replied as he finished the first glass before moving on to the second one. He took a small sip and set the glass down. He sighed before he heard the sound of the chair next to him scoot back. He turned his head to see and older man with glasses sit down next to him.

"Little early in the weak to start knockin' them back, eh George?" Frank Quaid asked. "Believe me, I understand why, but is it smart?"

"Like not telling me why you're really here Frank?" the older detective said nothing as he rested his cane on the side of the bar. "Jeanne told you huh?" George said, taking another swig of alcohol.

"Yep. So Roxxon wants to make things right, eh? Now I've seen everything."

"They don't want to make it right Frank, that's the problem. They want to have us under their thumb! They want us in their pocket to sweep this under the rug!"

"You believe that?" Frank asked as the bartender walked over to him. "Just water if ya have it." Frank said.

"State says I have to." The woman replied as he filled a glass with ice and water. "How long?" she asked as she set the glass down.

"What?" George asked.

"I was talkin' to him." The redhead replied, turning to Frank. "How many years sober?"

"Ten. How long have you been dry?"

"Five years workin' here, haven't touched a drop." She said with a smirk before walking away.

"Two ex-alcoholics in a bar." George muttered with a small smile. "Remind you of old times?" he asked. Frank gave him a solemn look. "Sorry…that was crass…" George said.

"You do that when you're in a mood, nothing to be ashamed of. We all do it at some point or another."

"That doesn't make me feel better for saying it though…but how could you think Roxxon isn't up to something?"

"I read the fine print on that contract she sent the department. The whole thing actually seems legit. A couple of thing we might want to actually smooth over with them, but for the most part I think we can use them more than they can use us. Just here me out, we're outmatched and outgunned. We can't keep relying on superheroes, half of 'em got caught by those Liberator punks and we, the police, couldn't do squat. We need to be able to protect ourselves and our city. At least from the freaks those vigilantes keep throwing in our jails."

"So we get in bed with the devil to get somewhere nice? Last I checked it wasn't the road to heaven that was paved with good intentions."

"Sleeping with the devil isn't what I'm talking about. We use the devil, and maybe find a way to make him an angel again."

"Damn Frank…you sound like a preacher, no offense."

"None taken. I was an altar boy when I was twelve, sometimes that stuff sticks with you, even after you think you've left it behind."

"Guess so…" George muttered before he looked behind him to see the bartender directing a group of movers with tables. George looked around the bar to see their was a distinct lack of tables he hadn't noticed before.

"What happened to the other tables?"

The redhead turned to him with an irritated look on her face. "A couple of idiots had a fight in here, totally trashed the place."

"Need to press charges?" Frank asked.

"Nah…bastards paid for the repairs…it was really that damn kids fault before the blind guy and the runt paid for the damages." The woman grumbled.

"Okay..." George replied before setting money down on the bar. "Thanks for the drinks Ms…?"

"Adams. Annabelle Adams." The redhead called back as the two cops left her bar. The woman sighed as the two movers set the third table down near the back of the bar. "Three down…four more to go. Damn that kid." She muttered.

* * *

**Two Weeks Earlier**

Annabelle Adams wiped down another empty glass as she looked over her nearly empty bar. It was nearly twelve and the only two people in it were a shorter man with scraggled black hair and a much younger man, who she was sure was only a teenager. She didn't bother to ID him as the kid looked like a kicked puppy.

The woman set the glass down before moving towards the edge of the counter. "Hey kid." She called, trying to get his attention. The boy barely acknowledged her. "Look man, I'm closing up so I need you to leave. You and Mr. Bushy beard over their."

The man in the corner grunted as he left money on the table and moved from his seat.

Annabelle looked back to the teen who hadn't even budged. "Come on kid I got open tomorrow, I need at least six hours to look this good." She said, nudging him in the shoulder.

"Shut up and get me another drink…" the boy muttered as he pushed more money on the table.

"Kid, I've broken enough laws juts by letting you in here. Now get out before there's trouble."

"Shut up and pour the damn drink…" the teen growled. Annabelle scowled at him. Out of the corner of her eye she saw the shorter man had stopped at the door. He glanced back at the teen, looking him over curiously.

"Okay brat!" Annabelle snarled, grabbing him by his shirt's collar. "Get out of my bar!" The teen grabbed the girl's wrist, wrenching it back. "AAH!" she cried out. The teen was way stronger than he appeared.

"I've seriously had it with redheads!" the brown-haired teen shouted. The boy suddenly stopped before throwing the girl down so he could avoid a right hook from the shorter man. Said man followed with a kick that sent the teen skidding on his ass.

"OOF!" he exclaimed as he crashed through a table. The boy looked up at his aggressor only to recognize him. "Wolverine?!"

"So it was you." The mutant growled, popping his knuckles. "You know you're underage right?"

"Like I give a fuck! And why do you?!"

"Ya hurt the lady. That's why. Now pick your ass up and let's go."

Peter got up from the ground before popping his talons. "Make me…runt." Wolverine growled, his hands balling into fists.

"What's your problem now, kid?" Logan snarled.

"None of your goddamn business!" Peter roared before leaping forward. Logan, flipped back, slamming his feet into the teens chest and sending him flying over where he rolled back to his feet. Peter spun around with a roundhouse kick that Logan blocked.

Logan snarled as the pain coursed through his arm. That blow could've shattered a normal human's arm. Wolverine was only spared the pain by his adamantium bones.

Wolverine grabbed the teen by his ankle and hurled him across the room. Peter flipped through the air and crashed into a table. He stumbled to his feet, his vision blurry as his system tried to burn out the alcohol that was impairing him. "Grrr…" he snarled, brandishing his newly acquired fangs.

Wolverine stared at him in surprise. He knew the teen had claws but he never figured the boy had grown fangs like the ones he was showing off. The boys eyes flashed yellow before he leapt forward, slashing at him.

"GRAAH!" Logan roared as his arm was slashed by the super-teen. Peter landed on the ground and threw out his leg, tripping the mutant, who fell flat on his back. Peter brought his heal, down, planning on striking his stomach, before his spider-sense erupted in his head.

He pulled his foot back just before three metal claws could slice it off. He scrambled to his feet only for his sixth sense to erupt in his head. He leapt into the air as a set of claws slashed a table in half. Peter landed on another table and snarled.

"Just leave me alone!" he roared. He leapt off the table and tackled Wolverine, slamming him into another table. The feral mutant slammed his elbow into the teen's back, making him cry out in pain before a knee to the gut silenced him.

Peter snarled in pain as Wolverine wrapped him in a chokehold. "Just give up brat!" he snarled. Peter growled as his talons sank into Logan's forearm, despite the pain Logan held strong and tightened his grip.

"GAK!" Peter grunted before firing off a burst of bioelectricity. Wolverine reeled back from the shock, allowing Peter to slam him in the gut with an elbow before nailing him with a stomp kick.

"Gruh!" Logan grunted before he lashed out with his claws.

"AH!" Peter exclaimed as the claws sliced through his arm. "Fuck that hurt!" he screamed as he gripped his bleeding arm. Three deep gashes were spewing blood.

"I warned you kid!" Wolverine snarled. He lunged forward, slashing at Peter who barely dodged in time. His reflexes were mulled by the alcohol and his healing factor was now divided between his bloodied arm and his intoxicated blood.

Peter dodged another claw slash before a stomp kick sent him through another table, shattering it. "Guh…" Peter groaned as he struggled to sit up. A hard boot slammed his chest pinning him to the ground. He looked up to see Logan glaring down at him.

"Stay. Down." He growled. Logan saw the teen's eyes flash yellow. "What the Hell is wrong with y—guk!" Logan grunted as a red baton collided with his skull. Wolverine shrugged off the blow and turned to see a man in a suit wearing a pair of red sunglasses.

"I'd like to let the kid go." Matt Murdock said as he kept his hand on his walking stick. The cane retracted into itself, becoming a red Billy-club.

"The brat started it." Logan growled, keeping his claws ready.

"And I'll finish it too!" Peter snarled.

"Shut up, Pete." Matt said. "I'm handling this."

"Handle this!" Annabelle screamed as she brandished a double-barreled shotgun aimed straight at the two men who had trashed her bar. "Out of my bar right fucking now!" she barked.

"Ma'am," Matt said stepping forward. "Just let me talk th—"

Annabelle cocked the hammers of the gun. Matt didn't need super-hearing to know what that meant. "All three of you, get the fuck out of my bar!" she growled.

* * *

"That was your fault." Peter growled as he nursed his shoulder, now covered in a patch of webbing. The trio sat outside the bar on the sidewalk as cars passed the group by in the streets.

"Say that again, ya little shit." Logan growled. "You were the one startin' trouble in there."

"And you didn't have to butt your stupid face into the situation!" Peter snapped.

"Will both of you shut up!" Matt screamed. "Peter, what Mr. Logan did here was stop you from making a very dumb move, and you should be thanking me for paying for all that damaged you caused!"

"There wouldn't have been any damage if this asshole had just stayed out of it!" Peter snarled, his eyes flashing yellow yet again.

"Peter he was helping you! What happened? A month ago you attacked a monster on a news channel and ended up missing for days! When you finally came back you've gone from depression to rage at the drop of a hat. I know losing MJ was tough for you, but this isn't justifiable behavior." Matt warned.

"Like you'd know…" Peter muttered. Matt grimaced as he rubbed his head. Ever since Peter had returned from Africa, his behavior was beginning to become rather, feral. His movements in battle were erratic, gone was the discipline he had been taught, instead replaced with a savage rage.

"Peter…I've told you…time and time again…I know loss."

"You're not the only one…" Logan muttered. "What I've lost…Hell I can't even remember. I just know I've lost…"

"Is it so bad that you can't remember?" Peter asked, not looking at either of them. "If you can't remember…doesn't that make it less painful?"

"I guess I gotta quote Shakespeare here. He did say it was better to have loved and loss then never loved at all…I'd rather know what I had and lost rather than not know what I had at all…that's just the way I see it."

Peter remained silent as he mulled this over. "That wasn't Shakespeare."

"What?" Logan asked, turning to Matt. Peter looked at him also.

"That wasn't Shakespeare."

"Yeah it was." Peter said. "It was in Romeo and Juliet, right? It was right?"

"No." Matt said. "Don't get me wrong it's a great quote, and I guess it would fit with Romeo and Juliet but…Shakespeare didn't right that quote."

"You sure?" Logan asked.

"I'll look it up" Peter said, pulling out his phone.

"I'm 100% positive. Alfred Lord Tennyson wrote that."

"He's right." Peter said as he looked at his phone. "He wrote in in a poem."

"Well I guess I can scratch poet off my list of possible jobs I held." Logan muttered.

"Maybe you just forgot it." Matt said before turning to Peter. "Pete, you've been through a lot of shit. But you don't need to go through it all on your own. We've all been here once or twice." Matt got up from the sidewalk and stretched his arms. "If you ever need to talk, my doors open."

Logan got up from the ground and glanced at the kid. "Thanks for the brawl kid. And next time you feel that animal inside…put it on a leash, or let it roam. Ya can't do both."

"Ever since I got back from Africa…I've felt…angry…hungry…and just confused." Peter said. Matt glanced down at the younger teen and sighed.

"We'll just have to figure that out as we go man. We've got a drug bust planned for this week…you in?"

Peter hesitated for a moment. "Yeah…I'll uh…I'll be there."

* * *

"The department gets control of the program." George Stacy declared as he stood in front of Zoe Walsh and her assistants with his most trusted members of the police department. Yuriko Watanabe, Carley Cooper, Jeanne DeWolfe. And Frank Quaid.

"I would like you to repeat that." Zoe said as her face remained neutral.

"You heard what I said. If you want us to work with you, and pull your company's name out of the shit it's stepped in, we use the equipment as we see fit. Roxxon's techs will be allowed to work with the department, but none of your crimes are being swept under the rug. We get select the Guardsmen pilot. You don't like those conditions, then you can tell your boss and your dad that the deal is off and you can fish Roxxon's reputation out of the sewers by yourself."

"Can I say something?" Zoe asked.

"Go right ahead." Jeanne said.

"My dad and the other board member don't really have a gigantic role in my department or this project. All department decisions are finalized by me. And my answer to your little rant is this. Who's the lucky pilot?"

"That's still pending." George said.

"Actually boss…" Frank said, drawing his friend's attention. "We've already decided on a pilot and we think you'd agree."

"You mind telling me which one of New York's finest is it?" The group stared at him with a knowingly look.

* * *

Guardsmen stood over the downed hero, weapon leveled at his head. **"Samaritan, stun mode." **

"**Confirmed." **The device spoke back.

"**Sorry kid. But I warned you to stay down. Spider-Man, you are under arrest for a—guh!" **he shouted as a patch of webbing collided with his helmet blinding him. Spider-Man leapt off the ground and slammed his feet into the mech's chest before bouncing off of it.

"**External cameras now!" **The pilot shouted as he swiped at the evasive fighter. The pilots sight returned as the secondary cameras activated.

"**Guardsmen! This is support! We just lost visual from the main camera's what's happening?!" **Zoe Walsh shouted over the radio. Guardsmen swiped at the teenaged crimefighter who dodged before four scythe like arms sprung from his back and slashed at the mechanized hero.

The blades scratched his armor as he backed away, firing off a round from his Samaritan. Spider-Man flipped over the projectile and fired off a volley of impact webbing, catching the Guardsmen's arm in the left arm.

"**Dammit!" **he swore. **"Walsh, I told you this damn thing wasn't fast enough to out maneuver this guy! He's to damn agile! And I can't blind fire in the streets!"**

"**Swap to low level heat burst! And we're getting a weird reading on the suits left arm, the movements been restricted."**

"**I wonder why!" **Guardsmen barked back as he powered up his left arm. The hand glowed a bright red before a blast of heat tore through the webbing and blasted the street where Spider-Man once stood.

"You have laser hands too now! Why is it that the assholes always get the good shit!" Spider-Man barked as he fired off another burst of webbing.

Guardsmen waved his hand, incinerating the webs before they hit him. **"You can't beat me kid! Just surrender and this'll be easier!"**

"Sorry but I don't trust giant walking mechs who work with the SCU!" Spider-man hollered as he avoided another concussion round from the mech's Samaritan. "You know what those bastards did and you somehow made the department reinstate them!"

"**They're different from before! Rumlow isn't in charge of them anymore! We need them to deal with threats like this!" **

"You mean threats like me!" Spider-Man snarled. "You want me off the streets because the cops can't handle me?! Or is it because they can't do their fucking jobs?!"

The pilot in the armor grimaced at this but said nothing, Instead he just raised his Samaritan at the web-firing vigilante. He squeezed the trigger and watched as the blue bullets flew, each one expertly dodged by the more experienced hero.

"Y'know what?! I don't even fucking care anymore!" He roared before leaping towards the mechanized cop. He slammed his feet into the mech's chest and adhered to it's armor.

"**Dammit!" **Guardsmen shouted. **"Walsh! Get me armor defense #4!"** Spider-Man slashed the man across the helmet, scarring it. **"Get me it now!" **

"**Defense armed! Fry him!"**

In and instant the shield beacon lit up blue before a surge of electricity coursed through his body, sending him flying off the armor.

"Gah!" he screamed as he crashed into the ground. He looked up at the armored policeman who raised his gun at him. "Hehehe…got ya asshole."

"**What?" **the man asked.

"**Guardsman! Foreign object detected on the suit! Left of the heart!" **Walsh hollered. The pilot looked down at the underside of his chest to see a flashing device stuck to his armor via webbing.

"Enjoy the web-grenade!" Spider-Man shouted before the device exploded. Guardsmen fell back as strands of impact webbing locked his joints in place.

"**GAH!" ** The pilot shouted as his suit toppled over. "**Dammit! Walsh!" **

"**We're accessing countermeasures…dammit we've got one! Auto purge chest armor! Be advised that's 50% of your defense!"**

"**Just do it!" **The pilot barked. The pilot felt the suit's chest eject from the rest of the armor, talking with it a large chunk of the webbing, enough for him to free his gun arm and aim it at the now empty streets. The pilot looked around for any sign of the wall-crawler but saw none.

"**Guardsmen? Guardsmen come in! George!" **

The pilot sighed and removed the face-mask he wore beneath the helmet to reveal and older man with blonde hair and a tired expression. George Stacy sighed as he looked over the area. "I'm fine Walsh…FAÇADE is still incapacitated, but Spider-Man got away…"

"**Well he was the secondary target…good work Guardsmen. We'll send the mobile carrier for you. Just hang tight."**

"Yeah…will do." George responded before switching of his com-link. "Well Pete…you get another pass tonight…" he muttered.

* * *

**New York Pier, Dock House**

"Get the shipment off the boats and into the warehouse!" A armed thug ordered. "Tarantula wants these stored and shipped into the city by tomorrow morning! Move your asses or you lose 'em!"

Dozens of workers and armed soldiers dotted the docks as they moved crate after crate of objects into a large warehouse. The men were unloading the crates off a large cargo-freighter resting in the docks. The leader of the group pulled out his phone and dialed a number. He waited a moment for the wner to pick up.

"**What?" **the deep voice asked.

"Boss, most of the product is off the boat. We can start distributing the goods to any dealer in the city. Any particular area you wants us to hit first?"

"**Queens and Hell's Kitchen. Then flood Harlem."**

"Alright…uh…Queens got no competition so we're good there but uh…Hell's Kitchen and Harlem got heavy gang problems…dealers aren't exactly selling a lot of product. Same goes for Harlem, the gangs are in the middle of a turf war."

"**I'm aware of that. But I need to draw out it's protectors. Spider-Man, Daredevil, Heroes for Hire…I need to know how they work, how they move how they fight. I want those dealers supplied. Understood?"**

The thug audibly gulped as there was no mistaking the threat in the man's voice, even over the phone. "Y-yeah…we'll uh…we'll deliver t first thing tomorrow mornin'." The line went dead and the man let out a sigh of relief.

He turned to the rest of the workers who were now pulling out the last of the drug shipment. "Is that all of it?" The man asked as he walked over to the remaining crates.

"Yeah…all 500 kilo's of pure heroin. Every dealer in New York is gonna be getting a big pay day in the coming weeks. What'd the boss say?"

"He want's this stuff shipped out as soon as possible. If we don't…Jesus, just get it shipped out before he asks why its not been done. You don't want to know what happened to the last guy who didn't deliver."

"Uh…you know that I gotta ask, right?" the man responded.

"So what happened?" a second man asked.

"He fed him to his pet. The chick with the claws in the white spandex…"

"That psycho?! Jesus Christ…what's with all the freaks showing up lately?!"

"New York is ground zero for this shit…but it ain't just here. I heard in Salem Oregon they got a team of people…and there's some new guy named Vox out in Kentucky…seriously it's like every few weeks there's a new freak in the country."

"Damn…alright let's get this shit in storage and wait 'til tomorrow. I need to blow off steam at this rate."

"I hear there's some nice girls a couple blocks down." The lead thug laughed as he led the group into the warehouse. Unaware of the object circling above in the night sky.

* * *

A large white crescent moon-like drone circled the air with a single occupant hanging in the middle of it like he was riding a glider. The man was draped in a long white cape attached to a hood that covered the black body-suit lined with plates of white armor. Two truncheons were holstered on his thighs.

Moon Knight flew in close until his moon-glider was hovering right in front of the warehouse's second-story window. The buckle keeping him attached to the glider unclipped from his waist, allowing him to leap through the window, smashing through it.

The men inside spun around in alarm, but before they could fire, a volley of crescent moon darts slammed into their bodies likes knives, spilling blood all over the warehouse floor.

Moon Knight rolled on the floor and hurled another dart into a man's gun hand, causing him to scream in pain while dropping his weapon. Moon Knight grabbed his truncheons and whirled around, cracking a man in the head, knocking him out cold. He ducked down to avoid a hail of gun fire from a gunmen, allowing a small group of them to take the rounds instead.

Moon Knight leapt over a stack of crates and slammed his club into the face of a thug before he grabbed him by the back of the collar and hurled him into another man. The two were sent tumbling back before another set of me drew their weapons and aimed.

"Smoke this bastard!" one screamed.

**BABABABARRRRAAKKK!**

Moon Knight once again leapt behind cover as dozens of dozens of crates were torn apart by the hail of gunfire. The white-clad vigilante pressed himself against a crate as the gunmen sprayed the area with shrapnel. Moon Knight saw an Uzi lying across from him. He aimed his truncheon and fired his grappling hook, grabbing the weapon and pulling it towards him.

He rolled out from the crate, throwing a dart that clipped a man in the shoulder before leaping to the side and blind firing the Uzi, making the thugs dive for cover. Moon Knight took advantage of the moment and dove for the men, hurling a set of crescent darts into their bodies.

"GAAH!" a man screamed before a truncheon slammed into his face. Moon Knight flipped over the downed man and delivered a stomp-kick to a man's chest, sending him flying into a wall.

Moon knight grabbed a nearby crate and lifted it over his head with a small grunt.

"What the fuck?!" A thug screamed as he saw the two-ton crate being lifted off the ground. "How's he lifting that?!"

Moon knight glared at the group as they scrambled to reload their weapons. "Konshu guide me." He muttered before chucking the crate.

* * *

"What the Hell is happening down there?!" The lead thug screamed into his walkie-talkie. He received no reply and quickly cocked his rifle. "Lock and load fuckers! We got an intruder! And Black Tarantula doesn't like intruders!"

The men guarding the crates readied their weapons and moved towards the front door that led to the room. They aimed their weapons at the door and waited for the sound of footsteps.

"Anything comes through that door, blow it apart! Give this building a new red paint job!"

The men kept their aim straight before the hum of engines filled the air. "What the-?"

**KRRRRSSSHH!**

The ceiling above exploded before a white crescent-shaped drone flew above them, firing a hail of bullets upon the armed soldiers. The men scattered for cover while some were mowed down. The men turned their guns at the drone and tried to shoot, only for the floor beneath them to explode before giving way, dropping several men.

A grappling line shot through the hole and hit the ceiling, pulling Moon Knight through the hole before he hurled another crescent dart into a man's neck, downing him a blood spurted from his wound.

Another man dashed towards Moon Knight and cracked his rifle over the vigilantes head. Moon Knight grunted but didn't fall, even as a second blow hit his face. Moon Knight grabbed the man's gun and squeezed it, shattering the steel weapon before viciously head-butting the man, breaking his nose.

The man stumbled back as Moon Knight rushed the remaining thugs, slamming one with his truncheon before hurling him into another gunmen. The last thug scrambled for his sidearm, only for the truncheon to slam his face into the ground.

Moon Knight looked around at his work to see many of the injured thugs gripping their bleeding legs or shoulders. His drone had been set to wound, each shot was to be debilitating, not lethal. He walked over to the man who had a dart stuck in his neck. He was trying to remove it but only succeeded in causing more blood to spurt from the wound.

"I wouldn't touch that." The vigilante said as he knelt down in front of him. He patted the man's jacket until he found his cellphone and pulled it out. "That dart is the only thing keeping your blood in. Police are on their way so you should be fine. Should being the key word there." He muttered as he went through the contacts in the phone until he found a number that had been dialed frequently.

"Hmmm…I wonder how your boss will feel about this little debacle." Moon Knight muttered as he glanced at the dozens of shattered containers of heroin.

Without another word, Moon Knight fired his grappling line at his moon glider and pulled himself up. The white drone flew away from the decimated warehouse just as a squadron of police cars surrounded the building.

* * *

**The Next Day, Midtown High**

Peter Parker sat in the cafeteria at the table closest to the exit. All around him people gave him a wide birth, even the two people he would have usually sat with. He made sure that his earpieces were set to block the sound of the dozens of whispers aimed at his directions.

He hadn't even touched his food as he continued to sketch out his new design. He continued to work on the drawing and the way he would build it until a shadow fell over him. He paused in his writing, waiting for his spider-sense to warn him of an attack, but none came. He slowly turned around to see a young black haired girl with an attractive face smiling at him.

Peter sighed and tapped his earpiece, raising the volume so that he'd be able to hear in his immediate area. "Hey Sophia…" he responded as the girl took a seat next to him. Peter quickly closed his notebook and slid it back into his book bag.

"Hi, Pete. Eating by yourself again today?" Sophia 'Chat' Sanduval asked.

"Obviously." He replied as he started picking at his food. Sophia looked around the room again to see people glancing at them repeatedly. "Look, if you want your reputation as the cute new girl to last, you'll give me the same cold shoulder as everybody else here." He said, gesturing to the many people staring at him.

"Aww, you think I'm cute?" she teased. Peter sighed and pushed his food away. He grabbed his backpack before the girl grabbed his hand. He gave her an odd look. Sophia took this chance to speak before the boy could interrupt her. "Just sit and talk, please? At least until you use my nickname."

Peter sighed again and reluctantly sat down. "Not to sound like a dick, Chat, but what'd you want?"

"I just wanted to talk. You seemed lonely here so I thought you could use someone to talk to." The girl responded. Peter gave her an odd look.

'_Sophia 'Chat' Sanduval. She arrived at Midtown High a week after MJ had left for LA. She was also the daughter of the family in the car that Doctor Octopus had tried to drop off a bridge to get to me. To Spider-Man. She had been friendly enough, and cute enough to gather substantial attention from the other guys in his class. Not that I'd actually notice considering I had my heart broken around that time. I think it's clear to say I'm not dating for a while. And I know the real reason she's here. She wants to know why. And how. Everyone does.'_

* * *

**A Few Weeks Ago**

Peter slammed his locker door and sighed. He leaned against the cool metal surface as he mulled over the day. He totally bombed that chemistry test, despite the fact he could probably teach the damn class all by himself, and Jonah had published another blistering column about the webbed Menace, ie, him.

"Bad day?" a female voice asked. Peter turned his head to Chat smiling at him as she put her textbooks away in her locker. Peter sighed but nodded his head.

"You could say that." He replied.

"Anything to do with this?" she asked handing him a newspaper. Peter saw the page and recognized it as the column from the Daily Bugle. Peter turned his head and pulled his backpack onto his shoulder. "So I guess that's a yes then. You obviously feel the opposite of what the paper thinks, why not just leave it?"

"Yeah…wish I could, but with all the rebuilding going on, getting a new job is tougher than it used to be, so, job security is a big part of the reason."

"Isn't there anyone else at the paper who see's Spider-Man as a hero? He saved my family's life, I just…I don't get why the Bugle has to make him out to be some kind of criminal."

Peter sighed. "I don't know why either…vigilantes get frowned upon why all the big shots fight super-villains. What ever happened to looking after the little guy?"

"HEY!" the two teens turned their heads to See Kong and a small group of bigger teens towering over a freshman, pinning him between him and the lockers.

"Isn't that…?" Chat muttered as she saw the poor bespeckled boy being shoved against the metal walls.

"Speaking of the little guys…" Peter muttered.

'_See the poor blonde-haired kid with the thick glasses? I know what you're thinking, classic bullies picking on the geeky freshman. Well, you'd be right. Except Charlie Weiderman has been bullied for longer than I've known him. I knew him in middle school, and he was more bullied then me. And I'm not proud, but even I picked on him once or twice.'_

* * *

Across the hall Mattie finished removing what she needed from her locker and zipped up her bag. "Hey! Mattie!" The petite girl turned her head to see Flash moving through the crowd to talk to her.

"Hey Flash!" she replied in her usual perky tone. "What's up?"

"Just wanted to make sure if we're meeting up at the usual place." Flash asked.

"Only if you buy me dinner first." Mattie teased.

"Okay, so pizza and a movie?" Flash smirked.

"You gotta treat a girl a little better than that."

"Well…I could…" Flash trailed off as he saw a crowd of people gathering near the lockers. "What's going on there?" Mattie turned her head to see the crowd, and a confused look crossed her face.

* * *

"Just leave me alone!" the kid shouted before his books were knocked out of his hands by Kong. "I've done nothing to you!"

"So?" A kid muttered before grabbing him by the shoulder and pushing him up against the locker.

"Why me?!" Charlie shouted as Kong slammed him against the locker again.

"Because you're a small geek and we can!" Kong sneered as his two buddies laughed.

"Really?" a voice piped up from behind them. Kong and his two friends turned to see Peter Parker glaring at them. "That's your reasoning? Big strong guy can pick on the little guy, so you just do it? It's not even something cleaver?"

"Piss off Parker!" Kong snapped. "Or do you want take his place? Honestly I've missed my old punching bag." Kong snickered.

"Let the kid go, and walk away." Peter said.

Kong dropped poor Charlie who scurried away, leaving his back pack by the lockers. "Congrats Parker. You're our new punching bag."

"Don't expect me to sit here and take it." Peter said defiantly. Kong ignored his bravado and grabbed him by the collar. Peter sighed in irritation before grabbing the teen's hand and squeezing it.

Kong's face went from cocky to scared as pain shot up his wrist. "A-AHH!" he yelled as Peter continued the grip, peeling the teen's hand off his shirt. Peter finally released his grip, allowing Kong to stumble back while grasping his now injured wrist.

His two friends gave him a confused look before one threw a punch at Peter. The teen took a step back, allowing the punch to sail past him. The bully had clearly put too much force behind the blow as he stumbled forward, right as Peter raised his foot, catching the teen off balance and sending him sprawling onto the floor.

The crowd watched in shock as did Chat who saw the smaller teen duck under another punch before tackling the bully into the lockers. The impact dented the lockers while the teen slumped to the ground with Peter glaring down at him.

On the edge of the crowd, Flash and Mattie were trying to push past the wall of people. "Man what is going on over there?" Flash asked as Mattie tried to squeeze past two seniors.

"Parker's in a fight with Kong and his pals!" another teen shouted back. Flash's eyes widened as he started to shove people aside to get to his friend.

"C'mon people, move!" Flash shouted as he shoved his way through the thick herd of students. But still the crowd persisted, unwilling to move as the fight continued.

"Oh what is wrong with you people! Just break it up already!" Mattie shouted but was drowned out by the chanting of the other students.

"FIGHT! FIGHT! FIGHT!" The crowd screamed. Mattie glared at the group before she found herself being pushed aside by a taller girl.

Jessica Jones pushed through the crowd with easy, Shoving aside Flash and anyone else stupid enough to stay put. She split the crowd just in time to see Kong throwing a wild punch at Peter who didn't even bother to avoid it.

The blow struck home, socking Peter across the jaw. But the boy didn't move, his face barely budged from the impact. He glared at Kong who slowly backed up, looking at his now broken fingers.

"Oh shit!" Jessica muttered.

Without warning Peter lunged forward slamming his fist across Kong's mouth, bloodying his lip before he slammed him up against the lockers. The remaining bully scrambled off the floor and tried to get Peter from behind, only to receive and elbow to his face, breaking his nose and spraying blood across the floor.

Peter snarled as he lifted Kong against the lockers. "I am so sick of people like you!" he roared, striking the teen across the jaw. "People who think they can walk all over other people!" another blow slammed Kong in the gut, winding him. "You think just because you're bigger or stronger that gives you the right to hurt people?!" Peter reeled back his hand for another punch, one without holding back.

A hand grabbed his wrist and wrenched him back. Peter jerked his head to see Jessica Jones glaring at him. "Put the dumbass down, Parker." She said defiantly.

Peter glared at her before reluctantly dropping Kong on the ground. The boy crumpled to the floor unconscious. Jessica looked at the beaten teens before turning around to see the crowd gaping at them.

"Piss off losers!" Jessica snapped. "You heard me! GET!" she shouted at the slowly retreating crowd.

"YO! NORMALS!" the group turned their heads to see Lana Baumgartner glaring at them with her hand raised, fingers sparking with yellow energy. "Move your asses. Or else."

The crowd quickly broke apart with teens scurrying to their classes as several teachers slowly came down the hall.

"Thanks Lana." Jess said before he turned to look at Peter. Said teen grabbed Charlie's back pack and threw it to Jess who barely caught it.

"Give that to Charlie Wiederman." He grumbled before grabbing his own bag, ignoring Chat's worried gaze.

"Pete!" Flash shouted. Peter ignored his cries as he stormed out the doors of Midtown high and walked into the alley behind the school's front entrance. He let out a tired sigh before letting himself slump on the ground.

"Goddammit…" he muttered.

"Pete!" Peter's head jerked up to see both Flash and Mattie rushing into the alleyway. Peter scrambled to his feet, grabbing his back pack and turning around, planning on making a break for it when he saw a dead end.

'_Dammit Parker!_ _You knew this was a dead end!' _The teen growled in frustration before he felt a hand grab his shoulder. He slowly turned around to see his two friends looking at him with worried looks.

"Peter what was that?!" Mattie exclaimed. "You just beat those guys to a pulp!"

"So?" Peter muttered, to tired to even make an excuse.

"So?!" Flash nearly screamed. "What the Hell man?! Kong was a mess! I'm pretty sure he has some broken bones now!"

"Good. Maybe Charlie and every other freshman can rest easy without getting the tar beat out of them every fucking day." Peter said with a scowl.

"Pete…come on man you can't just beat somebody up like that…" Mattie said. Peter turned his scowl from Flash to Mattie who flinched.

"I can't huh? What's stopping me? What stopped Kong? Nothing!" he snapped. Flash looked at him in shock while Mattie stepped forward.

"Peter…please…you don't know what you're talking about."

"Oh please." Peter scoffed. "I'm the only one here who knows what he's doing. I'm the only one who knows what to do with my power. Unlike you two."

"What?" Flash muttered, confusion forming on his face.

"You two joined SHIELD. I get why. You're stupid. You don't know what they're capable of. What they're willing to do. The ends don't justify the means and they never will."

"Pete, listen…" Flash said.

"No. You listen." Peter snapped. "I am sick of people thinking they know better when they know nothing. So now I'm doing the talking. People get hurt everyday, while you all just sit here ignoring the problem!"

Mattie decided to speak up, stepping forward and grabbing Peter by the collar of his shirt. "Peter stop! This isn't you! I know things have been hard with MJ leaving but what you're saying is really concerning!"

"Concerning?!" Peter shouted shoving her back. "Now its concerning?! When was the concern when that poor kid was getting beaten up?! Where was the concern when people get mugged, murdered and raped in the streets!?"

"Hey!" Flash snarled shoving Peter back. The boy barley budged. "I get it Pete…you're fucking pissed at the way things are. But if you had the power we had, you'd know that it was our responsibility to help people."

"Who have you helped?!" Peter screamed, grabbing Flash and slamming him into the wall, surprising both the larger teen and Mattie. "Tell me Flash! While you and Mattie were off playing Secret Agent, who helped all the people on the streets?! Huh?! WHO!?"

"Peter, please!" Mattie screamed grabbing him by the shoulder.

Peter turned his head, glaring at her. "You know…you're just like you're uncle, Mattie. You piss me off!" Without warning he slammed her with a palm-strike to the shoulder, sending her backwards onto the ground.

"SON OF A BITCH!" Flash roared as his symbiote burst from his skin, covering him in a flood of black goo. Peter leapt back as two tendrils lashed at him from the pile of sludge.

Peter back flipped to the alley's wall as he saw the symbiote morph into a rough version of a black spider-man suit. Flash leapt forward slamming Peter against the wall. Peter barely grunted from the impact. Flash was holding back.

"_I warned you not to hurt her!" _Flash hissed as his maw morphed into a set of jaws with jagged teeth.

"You're holding back Flash…" Peter said as his eyes flickered to a yellow color. He could feel his talons extend and his fangs elongate in anticipation for the fight. "Maybe you haven't figure this out yet, but I'm—"

"Flash!" Mattie shouted. "Peter's a mutant! He can discharge electricity!" Flash turned back to Peter as his hand sparked with green lightning before he sent racing through his friend's body.

"GIAAGH!" Flash screamed before a kick slammed him into a wall. The teen tumbled out of the wall, leaving a small break in the brick structure.

"That and more." Peter snarled as he bared his fangs and talons, shocking both the teens. Peter grabbed Flash and slammed him into a wall again. "I've had powers since I was twelve! I got even more almost two years ago before Spider-Man even showed up!"

"Peter!" The teen turned around as his spider-sense flared to life, only for a blow to the jaw to send him stumbling back. He spat blood before leaping to avoid four bone-like stingers that buried themselves into the ground. Peter looked up to see Mattie balancing herself on her fours 'legs' while Flash stood behind her. "This ends NOW!" she exclaimed.

"Bring it!" Peter snapped before he leapt forward. Mattie lunged at him, two legs striking at him like spears, only to be caught by the teen who grunted slightly. "Guess I should've told you a while ago…" he gripped the bones tighter and Mattie flinched from the pain. "I'm stronger than you!" with a quick movement, he flipped her over, sending her flying onto her back.

"MATTIE!" Flash exclaimed, barreling towards Peter with inhuman speed. Peter leapt over his friend and bounced off the walls before slamming his talons into his back. "GAAH!"

Not wasting time, Peter's instincts took hold and he opened his mouth, feeling his fangs extended, he sank them into the thick mass that was the symbiote and tore a chunk off it's neck. "ARGH!" Flash screamed while he lashed out with a massive claw.

Peter snarled in pain as the claw tore apart his shirt and jacket, spilling blood onto the floor. "Fuck!" Peter swore before his spider-sense blared again. Peter caught a glancing blow from one of Mattie's legs. "Umph!" he grunted as he gripped his now bleeding leg.

He looked up in time to dodge a claw slash from a now enraged flash. Tendrils burst from his body, skewering the walls around them before Mattie leapt into the air. She descended quickly and speared the ground Peter once stood on.

Peter landed at the edge of the alley until his back hit the wall. "_End of the line Peter!" _Flash roared as his suit grew in size and his jaw grew bigger. Peter smirked as the venom-like teen lunged forward. Peter back flipped up the wall, his eyes flashing yellow yet again.

"_WHAT?!" _Flash shouted as he saw his friend climb up the wall with no foot or hand holds. Peter grinned as he raised his talons. With out warning he shot downwards. Slamming into Flash's back where he slashed open his suit.

"_GRAAH!" _Flash screamed as he clawed at his back in hopes of hitting Peter. Said teen only snarled in response before his spider-sense blared again. He tilted his head to the left to let Mattie's kick miss. In an instant, a fist found its way into her gut, winding her. Peter grabbed her throat and threw her across the alley.

The enraged teen slammed his fist through the symbiote's back, causing the creature to wail in pain. "Sorry Flash! But you just wouldn't let it go!" Pete roared before unleashing a burst of electricity through his body.

"_GIAAAAHHH!" _Flash screamed, slumping to the ground on his knees while Peter hopped off his back. The symbiote retracted into Flash's body before Peter grabbed him and slammed him against the wall.

"I gave you that thing so you could walk again! But now I guess I'll beat it out of you!" Peter roared as he reeled back his fist. Then he saw it.

Climbing on the walls in front of him was a spider. Peter paused in his actions to look at its as it seemingly looked back. Peter slowly felt his rage slip and he looked around at the now demolished alley.

"Flash!" Peter turned to see Mattie standing near the edge of the alley, 'legs' poised for another strike. "Let. Him. Go. Now!" she screamed. Peter looked at Flash who was scowling at him, blood spilling from a cut in his lip. Peter let the boy go as he took a step back.

He felt as if there were hundreds of eyes starting at him and he spun around. He could feel them. Dozens upon dozens of spiders crawled over the alley walls like spectators. Peter could feel their gaze burrowing into him. He saw through their eyes. His eyes were bright yellows and his fangs were easily noticeable. He looked like a rabid animal with his torn jacket and bloodied talons. He backed away from the spiders as his talons and fangs retracted into his body.

"Jesus Christ…" he muttered before glancing at Mattie who was trying to help Flash to stand. She looked up at him with fear in her eyes. Her eyes slowly went down until they rested on his chest with shock. Flash followed her gaze and soon wore an equally shocked expression.

Peter looked down at his own shredded clothes and realized too late that his shirt and jacket were slit right down the middle. Revealing a bright red suit with a black spider-emblem on it.

"Peter…?" Mattie asked in shock. "A-are you…"

"Spider-Man?" Flash finished.

Peter looked at his friends, seemingly choking on the words he wanted to say. He swallowed the lump that had formed in his throat before leaping onto a wall and leaping off it, leaping over his friend before sprinting out of the alley and away from the school.

* * *

Unknown to all, a single figure watched the teen flee from the alley. Miss Arrow licked her lips in anticipation. "Hmm…the 'Other' is getting stronger…soon Parker…you'll understand everything…"

Miss Arrow grinned, unaware of the flock of birds watching the scene before they too took flight.

* * *

**Later That Day**

Chat sat down in her bed, dropping her bag on the floor while she mulled over the days events. After Peter's fight with Kong, he'd apparently bolted from school. She tried asking both Mattie and Flash about it but was met with nothing but cold shoulders.

"And today was going so well…" she muttered. She slowly sat up from her spot as she heard a rapid tapping on her window. She walked over to the window sill and opened it to allow a few pigeons to fly into the room. One of the birds landed on her hand.

Chat smiled at her little friends as they flapped around in her room. "Hey guys!" she exclaimed happily. "What'd ya see today." The pigeons cooed rapidly and Chat's grin fell. "Oh…you saw Pete's fight, huh?"

Chat sighed as she sat back down on her bed. She mulled over the info she'd just heard, reminding her that the boy had brutally trounced three bullies with little to no mercy. "I guess it was pretty brutal, right?' she asked her winged friends.

The birds nodded their heads as they understood the girl's words. Chat smiled, grateful that her mutant power let her talk to any animal. Apparently it also made animals extremely friendly to her, which was an added bonus, especially since she planned on being a veterinarian.

The girl looked at the birds as they cooed again. "What? What monsters? What are you talking about?" she asked as she leaned closer to her. "Peter was fighting again? Against…describe them!" the birds quickly began to coo again and Chat's eyes widened as she recognized their description. "Mattie and Flash? Why?" she muttered.

She got up from her bed, accidently knocking her bag to the side, allowing its contents to fall out. She looked down at her bag, prepared to clean up the mess before she saw the newspaper from earlier. She picked it up and looked at the front page, or more specifically, at the picture of Spider-Man.

"Photo by Peter Parker…you've got to be kidding me." She whispered. She looked back to the pigeons. "Can you guys do me a favor?"

* * *

**Present, Midtown High**

"Listen, Chat, thanks for being concerned and all…but I really just need time alone to think things through. I'll see you around." Peter said before grabbing his bag and walking out, not even bothering to glance at Flash or Mattie who were sitting across the room.

"Good luck then…" Chat said as the boy left the cafeteria. "Spider-Man."

* * *

**And another chapter is done! I hoped you like this one and sorry for the wait, but I've been tied up with work, writers block, and trying to work on my much neglected X-Men story. Hope you liked this one and as always, review and favorite!**


	57. Chapter 57: Team Up!

**Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.**

**Chapter 57**

**Team Up!**

* * *

**Oscorp Labs**

A lone figure climbed up the side of the massive tower that was Oscorp. The shadows of the massive monument cloaked the figure in darkness, obscuring him from any light that sprang up from the bustling city below. The figure slammed his claws into the cold concrete walls that composed the tower and he quickly began to scale its surface. A chopper flew past the tower, briefly bathing the building in a pale yellow glow.

The figure couldn't take the chance of being caught. He fired off a grappling line from his left gauntlet. Th grapple pierce the wall before going taught. The climbing figure tapped his wrist and felt his body jerk forward as the line retracted back into his wrist, vaulting him up the building. The man released his line, freeing the grapple from the wall before stabbing the building again. He looked up to see his destination was just above him.

The man crawled up to the window that separated him from his goal, Oscorp's lab. The man tapped a device on his belt and it glowed blue. The man saw the cameras move away from the window, rotating to the other side. "Well good to know the scrambled works." the intruder muttered before raising his gauntlet-clad arm. The device sprayed a thin film of acid onto the glass that immediately began to eat through the window.

The hidden thief quickly hopped into the lab, exposing his costume to the light. The thief was decked out in a black and purple combat suit with a utility belt. Two silver gauntlets were strapped onto his wrists and his purple mask was highlighted by black diamond shaped marks around his Prowler tapped his cowl and a set of green lenses descended over his eyes. Immediately his vision extended through the walls and desks of the massive lab, allowing him to see all of the items stashed in hidden safes and secured vaults.

He found what he was looking for in the form of a hidden safe buried in the floor. Prowler walked forward, glancing at the cameras as they remained locked in place, facing the opposite direction of the thief. Said burglar knelt down on the floor and produced a small device from his utility belt. Prowler extended the device until it looked like a small screwdriver. He flicked its switch and waited while the blade began to burn a bright red and started to smoke. He jabbed the blade into the floor and carved a circle into the floor. he stabbed his claws into the marble and with a grunt of effort, tore the circle out of the ground, revealing a complicated set of wires.

Prowler quickly went to work in 'hotwiring' the system until the vault popped out from the ground, slowly rising until it was at sitting atop the floor like a pedestal. Inside the container was a canister of glowing green liquid.

"Talk about walking on gold." Prowler muttered as he sprayed the glass with more acid, melting through the container so he could grab the OZ formula. The thief held the super-serum up to the light. "Tombstone has to let her go now." he muttered.

The thief's mumblings were interrupted by the hissing of the automated doors as they opened to reveal Michael Morbius pushing in a cart with cages upon cages of bats. The man froze in place as he saw the thief who looked just as surprised as the scientist. Morbius' shock only furthered as he saw what the man held in his hands. "OZ...! Security!" the man shouted, rushing towards the intercom.

"NO!" Prowler roared, firing off a projectile that struck the intercom, frying the device before it exploded in a shower of sparks and flames.

"AH!" Morbius shouted, reeling back from the explosion. the startled scientist stumbled back into the bat cages, knocking them back where they smashed on the ground, releasing the winged rodents that quickly flooded the room. The bats flew through the lab like a black tornado, knocking over dozens of vials and lab equipment while biting both Morbius and Prowler.

"GAH!" Prowler shouted as a bat whacked him in the face. The thief lost his grip on the vial of OZ and watched in horror as it smashed on the floor.

"NOOO!" Morbius screamed as the green liquid quickly began to evaporate. Prowler, seeing his prize destroyed swore and sprinted out the window, leaping through the glass and plummeting down to the streets.

The bats continued to swarm throughout the room, breathing in the mutagenic gas while scratching and biting at the poor scientist trapped within their cloud of leathery wings. "GAH! AH!" he screamed as their teeth tore through his skin, infecting man writhed and screamed as his former test subjects continued to flock around him.

* * *

**Daily Bugle, The Next Day**

**DING!**

The elevator doors opened to allow the crowd of people to filter out into the busy office floor of the Daily Bugle. In the crowd were two particular individuals, peter Parker and Ben Urich. "These are some pretty good photos Pete." Ben aid as he looked over the photos of Guardsman fighting Spider-Man and FACADE. "The boss'll be happy."

"Yeah, I bet." Peter grumbled. "He's now got 'incriminating' photos of Spider-Man. I can see the headlines now. 'Web-Themed Menace Assaults Police!' I bet this'll make his day." Ben gave the kid a sympathetic glance before patting the teen on the back.

"Buck up kiddo. We're supposedly getting a big news story soon so that'll take your mind off your hero getting ripped up by the press."

"I wish that was all that was bugging me." Peter mumbled.

"Break ups are tough buddy. Don't let it get you down. You'll get over her." Ben said, pulling the young man towards Jonah's office.

"THIS IS ABSURD!" Jonah screamed. The entire office groaned in annoyance as they're loud mouthed employer filled the office with the sound of his overbearing voice.

Ben an Peter stopped in front of Betty's desk and they glanced at her. "What's JJ freaking out about now?" Peter asked. "Is Ned asking to go overseas again for a story?"

"Yes, but that's not the reason for the screaming." Betty replied. Peter and Ben gave her an odd look. "I know, strange, but its happening."

"So who or what is he screaming at?" Ben asked.

Betty hesitated before speaking. "The new Co-owner of the Bugle."

Ben and Peter's eyes widened before they spoke. "What?"

The door to the office swung open and Jameson emerged with an enraged look on his face. "The answer is no! Now get the Hell out of my building!"

A tall man with neatly combed red haired styled into a loose ponytail stepped out of the office dressed in a black business suit with a red shirt and gold tie. "I'm afraid you'll find that you have little choice in the matter Mr. Jameson. My lawyers have already been contacted and are in the process of finalizing the deal. I Own 50% of this paper now."

"NOT LIKELY!" Jameson roared. "I'll sue your sorry ass!"

"Doubtful." the man replied, straightening his tie. The man finally realized he had an audience in the form of Ben, Betty and Peter. "I see our disagreement has made a commotion." he replied before extending a hand to Peter who was closet to the office. "I'm the new co-owner of the Daily Bugle. Thomas Fireheart."

"Uh...hi." Peter said, tentatively shaking his hand. the second his skin touched Fireheart's, his spider-sense erupted. Peter looked up from his hand to see a massive animals, jaws poised to strike. The animal lunged forward, biting into Peter's shoulder. "GAAAH!" Peter screamed.

* * *

"...rip."

"Huh?" Peter muttered. Gone was the animal that had attacked him, instead was the grinning face of Thomas Fireheart.

"I said you have a strong grip. You can let go now." Peter looked down as his hand to see he was still gripping Fireheart's hand. Peter quickly let go of the man's hand.

"Sorry...I uh..."

"No need to apologize Mr..."

"Parker. Peter Parker." Peter glanced at the man cautiously, the memory of the monster still fresh in his brain. '_What the Hell was that?! First I hallucinate in Africa and now here?! I need to see a doctor, and maybe Kraven.'_

"Nice to meet you Mr. Parker. I like to know who my employees are." he turned to the ben and extended his hand. Ben reluctantly shook it, glancing at Jonah who looked about ready to strangle Fireheart to death. "You must be..."

"Ben Urich. Can someone please tell me what's going on?"

Jameson took this chance to yell. "Nothing is going on! And you!" he screamed, jabbing Fireheart in the chest with his finger. "Get. Out. Of. MY PAPER." Mr. Fireheart smirked before turning around and walking away. before entering into the elevator Fireheart turned around with a smirk and spoke.

"I look forward to working with you all." he then entered the elevator before the doors closed.

Ben and Peter turned to Jonah who growled. "Both of you. My office." The two men quickly entered Jameson's office before the man himself slammed the door shut behind him. The man collapsed into his seat and sighed. Peter took the time to see both Robbie and Ned Leeds were present, the former looked rather nervous about the situation while Robbie merely looked pissed. "What a fucking day." he muttered.

Ben decided to speak. "JJ, can you explain what tha-"

Jameson decided to cut him off. "Not now. That's something for my lawyer to work out."

"Jonah," Robbie spoke, "Maybe we should tell them about wh-"

"Later." Jonah said, waving off his friend. "I don't need rumors floating around the office when nothing is even happening! Here are your new assignments." he handed Ben an envelope which the man proceeded to open.

"No present for me?" Peter asked.

"No." Ben replied. "You and I are on this one together." Ben handed the assignment and he flipped through it.

"A Symkarian independence day fair is coming to New York? After what happened at their embassy? I know it was like a year ago but coming back to the city that almost got them killed doesn't seem like a good idea. Why now?"

"You can ask them when we're there. It starts this Friday which mean we got a week to figure it out what questions to ask and how to ask them."

"Well there goes my weekend." Peter muttered, scratching his head.

Ben smirked and nudged Peter by the arm. "Come one kid. We got work to do."

* * *

**Daily Bugle, Ground Level**

Thomas Fireheart exited the elevator and looked around. Seeing no one was around he raised his hand to his nose and sniffed it. "Now I have your scent Parker. I an find you in this city. And you can find Spider-Man, which makes my job that much easier. The man chuckled before he walked out of the building and into the streets, disappearing into the crowd.

* * *

**Hell's Kitchen**

Mysterio watched as his newest enforcer tested his equipment.

**BABABABABABLLLAAMAMM!**

The roar of machine gunfire engulfed the shooting range below Mysterio's office. Even through his sound proofed walls he could still make out the drumming of gunfire. Flashes of light erupted from the ground floor as one by one, make shift targets and marksmen paper were mowed down with expert precision. But soon enough the gunfire came to an end.

Mysterio turned to look at the source of the carnage to see a man decked out in black cargos with a bright yellow military vest strewn over his chest. His body was lined with ammo belts and clips while various explosives were strapped to his belt and left thigh. On his right wrist was a large rotating machine gun that encompassed the entire lower half of his arm. In his left hand was a modified double-barreled assault rifle with extended magazines and a doubly effective targeting system.

"Impressive." Mysterio muttered.

"So?" Shocker asked, standing next to his boss. "What do you think?"

"Will he follow orders?"

"Are you gonna pay him?" Shocker replied.

"Yes."

"Then he'll follow orders." Shocker said. "I'm gonna tell 'im the good news. You need me to do anything else while I'm down there?"

"Go check on Smythe and Zabo. Make sure they're little project is running smoothly."

"I thought they needed that freaky metal, the one that makes the weird noise."

"I'm in the process of obtaining the Vibranium, Herman, but I won't waste money on it if the rest of their project isn't ready. I'm a pragmatist, remember?"

"Right. I'll go check on them. By the way, Marcus wants his name to be the same one from the paper, he wants to be called Massacre."

"Massacre?" Mysterio mumbled. "Why not." Shocker nodded and left the room, leaving his boss alone. Mysterio tapped the phone on his desk entering a series of numbers before the phone started dialing. Mysterio waited patiently for the other line to answer.

**"What?" **a voice growled out over the phone.

"Hello Ulysses, I was hoping we could continue our discussion about the 'materials' I wanted you to acquire."

**"I have the materials! What I don't have, is a reason to sell them to you!" **the deep South-African voice shouted.

"You have plenty of reason, I have money, you like money, you have Vibranium and I need Vibranium. It's a win win."

**"Like you have the money need for Vibranium."**

"How much would it cost for the small amount that I've requested?"

**"3 Billion dollars. Like I said, you don't have-"**

"How long would it take you to get to New York with the Vibranium?"

**"What doe sit matter, you can't p-"**

"How long?" Mysterio hissed.

**"A week by boat."**

"I'll have your money then. Just get here."

**"You'd better now screw with me you piece of tr-" **Mysterio slammed the phone on the desk, ending the call.

"Prick."

* * *

**Manhattan, Outside Central Park**

Spider-Man swung through the air before dropping close to the tree's that dotted Central Park. Spider-Man landed on a tree branch before leaping over the fence that separated the park from Kraven's mansion. The masked teen landed on the front yard before leaping onto the mansion itself. He scaled its walls before kicking open a window.

Spider-Man walked through the deserted mansion until he reached the stairs leading into the massive living/trophy room. he leapt from the banister and landed on the floor with barely a thud. He quickly walked through the room to Kraven's study. He was about to open the doors before his spider-sense flared to life. He whirled around to catch an arrow fired from a crossbow halfway across the room

"Oh. It's you." the man said. Peter Recognized him as one of the few servants who maintained Kraven's estate while he was away. "My apologies. I wasn't expecting you."

"Should I have called?" Spider-Man asked as the servant set down the crossbow. peter tossed him the arrow which the man easily caught.

"I assume you came for information, yes?"

"I need to get in contact with Kraven. Last I saw him he was in Africa. I ne-"

"He is still in Africa. In an area where even satellites have trouble getting reception."

"Shit!" Peter swore.

"What did you need to talk to him about?" The servant asked. "Are you experiencing side-affects from your trip to Africa?" The servant saw the hero tense up. "I see. Hallucinations, yes?"

"How'd you know?" Spider-Man asked.

"I've served Master Kravenoff for many years, even through his more...unsavory moments of his life. This is not uncommon for totems to experience after embracing their 'Other' half."

"So they're just hallucinations?" Spider-Man asked.

"I cannot say. The term 'hallucination' is used loosely in this case." the servant said. "They could be nightmares, visions of danger, or something else entirely. I'm afraid you'll have to find the answers to these questions on your own." The servant bowed before leaving the room. Peter sat down on the couch and sighed, placing his head in his hands.

"What the fuck is happening to me?" he muttered.

* * *

**New York City, Girshwin's Diner**

A beautiful blonde-haired woman walked through the streets until she reached the humble diner. The woman wore tight blue jeans and a black top with a dark leather jacket resting over her shoulders. A pair of sunglasses obscured her eyes.

The woman walked through the diner's entrance, ignoring the bell that rang as she entered. The woman removed her sunglasses and scanned the diner, seeing only two people. One was the cook who sat behind the counter, wiping it with a dirty dishrag. The other was seated in a booth and wore a brown leather jacket and a cowboy hat.

The woman walked over to the counter and sat down on the stool. "Coffee to go please." She said. "Decaf." The man behind the counter turned around to fix her order, giving the woman time to look over the second occupant of the room.

He was gruff looking and his face was covered in stubble. He was currently eating a sandwich while drinking a cup of coffee. The man looked at her briefly before going back to eating. "Something on my face?" he asked.

"I…I've seen you before." The woman said as she took a closer look at the man. "You're famous, aren't you? You're one of those X-Men."

"Yup." Wolverine grumbled, taking a sip of his coffee.

"Wow." The girl said in awe. "That's…that's just…wow. That's gotta be cool, being famous and all." Logan turned to the woman and gave her a small glare. The woman put her hand over her mouth before whispering to him. "Are you on like…a mission? Like a secret mission?"

"Lady…"Logan grumbled, pointing to his food. "I'm eatin' lunch."

"Oh…" the woman replied, rubbing her neck sheepishly. "Sorry…hey, let me buy you lunch." The woman turned back to the cook and fished out the money.

"You don't need to do that." Logan muttered.

"No, my treat." The woman said as she handed the money to the man.

"Why?" Logan asked.

"For the Hell of it." The woman said. The cook looked at her fearfully and then back at the money she handed him. The woman nodded at the man as he walked back into the kitchen rather quickly.

"Uh…thanks, I guess." Logan grumbled.

The woman got up from her seat and walked towards the diner's entrance. "Take it as thanks. Not all humans think mutants are a curse." The woman walked out of the diner and back into the streets. "Sometimes they're assets. Target confirmed. Engage."

Logan looked down at his food and took another bite. He chewed the dry sandwich and set it down before turning to the counter. "Hey can I get some mayon—" Logan stopped mid-sentence when he saw the counter was empty. And the woman's coffee was still on the counter.

Logan turned to the window and saw three maintenance vans sitting outside on the curb. His eyes narrowed at the vehicles before their doors slid open. Logan's eyes widened as three M134's emerged from the vans.

Logan had no time to react as the weapons opened fire.

**BBBBRRRAAAK! BRRRAAKKK! BBBRRRAAAKK!**

Bullets tore through glass, wood, brick and flesh, tearing through Wolverine's skin, and ricocheting off his metal skeleton. Logan felt his flesh being torn apart as the walls around him were mowed down under the heavy gunfire.

The guns' ammunition belts finally went dry and the cars' wheels spun, rocketing the vehicles off the ground and into the vacant streets just as tenants and citizens of the neighborhood left their homes to see what had happened.

Dozens of people crowded around the now demolished diner. Smoke and fire billowed out of the building, obscuring the area in smoke. In the crowd however, stood a blonde haired woman in a black jacket. The woman slipped on her sunglasses. Immediately, her eyes was enhanced with infrared vision allowing her to see if her target survived.

"**Did we get him?" **a voice asked over the woman's com piece.

The woman scanned the shop, but saw no sign of Wolverine. "Negative. No sign of the target. He's on the move."

"**Shit! Rendezvous with us. It's getting to hot there, local authorities are in route."**

"Roger, get the tracker on line and find Weapon X." The woman hissed before disappearing into the crowd.

* * *

**Queens**

Spider-Man propelled himself through the air at an astounding speed as he chased after the fleeing car. "One after another, some times I miss Wilson Fisk as Kingpin." He muttered.

_'At least the fatass had control over these morons, now they're running rampant like the goddamned plague. Now I got hallucinations and mechanized policeman and a squad of trigger happy riot troopers to deal with on top of my terrible social life. Seriously the only people in my social circle are a cute new girl in my school, an ex-crook turned bomb-shooting vigilante, a senior with super-strength, Kungfu Magoo, Mr. Painted on shirt, and Daredevil. Wow...I have like one normal friend.'_

Spider-Man flipped through the air and fired a web-line, hitting the roof of the car. He pulled himself forward, slamming into the roof, crushing it. The drivers inside panicked and began to fire his weapon through the roof. Spider-Man rolled back, adhering of the back window as bullets tore through the roof of the car.

Spider-Man shoved his hand through the back window and fired a web-line, snagging the man in the back of the neck. "Okay, saying I liked Wilson Fisk was a lie." He pulled on the web jerking the man's head back. "Pull over and I promise I'll only break one bone!"

"Rahh!" the man screamed, firing his weapon out the back. Spider-man ducked beneath the bullets and scowled.

"Okay, promise rescinded!" Spider-Man leapt forward feet first, smashing through the rest of the car to reach the passenger seat. Before the driver could react, a fist smashed his jaw, breaking it. Spider-Man grabbed the wheel and spun it to the side, making the car flip before the web-themed hero burst from the glass with his new prisoner.

He threw the crook to the ground as he landed and sprayed a massive net of webbing between two buildings. The airborne car slammed into the net of webbing and halted its descent. Spider-Man smirked at his handiwork and shot two blasts of webbing onto the injured driver, pinning him to the street. "Cops should be here soon. They'll get you to a hospital, probably."

The sounds of sirens reinforced his statement. "That's my cue!" Spider-Man fired a web-line and pulled himself into the air. He flew through the air for a brief moment before another line of webbing pulled him towards the many buildings that dotted the city.

Spider-Man quickly made his way towards his warehouse on the edge of Queens. He swung towards the rundown building and landed on top of the building. He took a moment to look over his suit and grimaced.

His suit sported various cuts, burns and was held together by several small patches of webbing. "Geez…maybe I need to talk to Matt, see how he gets his suit fixed, cause this is just ridiculous."

Peter hopped in through the skylight and landed gracefully on the ground. He pulled back his mask, letting it hang from his neck like a hoodie. "Phew…you'd think taking out the kingpin of crime would make things easier, but noooo."

Peter walked towards his workbench and looked over what little materials he had to work with in regards to his suit. "I'm out of the Kevlar fibers from Oscorp…and anything denser will slow me down. Geez what I wouldn't give for one of Reed's unstable molecule suits. Maybe I could ask a favor…"

The clatter of an aluminum can caught Peter's attention. The teen whirled around to see an old can go skittering across the ground. Peter traced its path back to a shadowy corner where a figure was slowly forming.

Acting on instinct, Spider-Man leapt forward, kicking the intruder down before placing his talons up against their neck. "Kid it's me!" Logan barked.

"Wolverine?!" Peter muttered.

"Gah…" Logan hissed. Blood oozed out of his many wounds, many of which weren't even healed yet. Peter took a step back as he realized how badly injured the mutant was, parts of his face were so far gone that his metal skull was actually visible.

"Holy shit…" Peter muttered, resisting urge to vomit from how gruesome the sight was. Despite what he had scene in recent events, flesh peeled halfway off bodies was never appealing to him. "W-what happened to you?"

"I got shot…by a bunch of bullets…" Logan grumbled. "Shouldn't that be fucking obvious—KAAF!" Logan spat out a wad of blood that Peter leapt away from.

"Dude, gross!" he snapped. He shut up however as Wolverine gave him a hard glare. "Okay, okay. You'll actually heal from this?"

"I've healed from worse…" Logan coughed.

"Really? Like what?"

Logan remained silent for a moment before he started coughing again. "S-shut up and let me heal…"

Peter knelt down so he was at eye level with the feral X-Men. "How long will this take?"

"A few hours maybe…just get me a beer and I'll be fine."

"I don't drink. Do you want me to call the X-Men or something? I mean you guys know where this place is, you did blow the roof off of it a few months backs."

"No…can't get them involved in this…not until I know…who's…after me…"

"Logan?" Peter questioned as the man's speech got softer and slower. "Logan!" Peter shook the man only to realize he was sleeping. "God dammit…how am I suppose to deal with this shit?"

Spider-Man patted down the mutant, looking for one item he'd seen the X-Men carry on them. "Where the Hell is that damned tracker?" he grumbled. He finally found the device and smirked a she pulled it from Wolverine's jacket. "Bingo-oh…shit." The X shaped crest was shattered with what looked like a large bullet hole right through the middle of it. "Fuck my life."

* * *

**Manhattan **

A lone figure descended onto the roof of the building and rushed towards the door leading into the building. Before he could reach it, a volley of throwing stars pierced the wooden structure. Prowler leapt back, popping his talons before whirling around to see himself confronted from by a large group of ninjas decked in black combat gear. Many sported sais and katanas while some held assault rifles and handguns. At the head of the group was a raven haired woman in black pants and a red halter top with a matching bandanna.

"Oh shit...!" Prowler hissed before the buzzing of wings caught his attention. The thief spun around to see a woman in a form-fitting purple flight suit with a rocket launcher hovering behind him. The woman's face was obscured by a bug-eyed-mask colored the same as her flight-suit. Prowler looked around him, weighing his option of fighting and or escaping.

"I do hope you don't intend to leave without saying hello." A deep voice growled out. Prowler cringed before he turned around to see the ninja's parting to reveal a man in a clean-cut black business suit. The man was an albino with beady red eyes and razor sharp teeth that looked like they'd been filed. "Or giving me what you promised."

"I..." Prowler started. "I lost the canister."

"You lost it?"

"I had bad intel! Security was coming and I-" A solid punch to the jaw silenced the thief as he was sent spiraling into the door. The metal barrier shattered under the force of the blow and Prowler went tumbling down the stairs. "AGH!" he hissed. Prowler gripped his side which he was sure now sported a bruise and looked up to see Tombstone trotting down the steps. "What the He-OOF!" he cried out as Tombstone slammed him in the gut with a knee. he grabbed the man bye the back and lifted him into the air. Prowler saw he was being lifted over the railings and over the stairwell. "You crazy sonuvabit-"Tombstone hurled the thief down through the stairwell.

Prowler plummeted through the building before he fired off a grappling line from his wrist. the grapple pierced steps, slowing the thief's descent. Despite the safety line Prowler still crashed into a stack of crates at the bottom of the building. The wooden crates shattered on impact, sending shards of wood everywhere. "ARGH!" he screamed as pain shot up his spine.

Prowler crawled out of the wreckage before a strong grip grabbed the back of his neck. "Hobbie Hobbie Hobbie..." Tombstone muttered, tightening his grip whilst lifting the thief into the air. "I gave you a job I though you could handle. Steal Osborn's super-weapon and give it to me. In exchange I lose your number and you get your girl back. But since you failed, I guess she might need to pay for your failure."

"D-don't you touch her Lincoln!" Prowler hissed.

Tombstone threw the man across the room, letting him crash into the floor. "That's Mr. Lincoln to you!" Tombstone roared."Now..you're going to fix this, or she'll die!"

Prowler raised his wrist to shoot Lincoln with a projectile but a throwing star slammed into his wrist. "Gah!" Before he could react, a solid kick from Elektra struck him across the jaw. The man hit the ground hard. "Guh...w-wha...what do you...what do you want?" Hobbie managed to groan out.

Tombstone grinned. "I have a few ideas."

* * *

Logan slowly opened his eyes and the first thing he saw was a Macdonald's logo shoved in his face. Logan looked up from the logo to see a plain clothed Peter Parker munching on a hash brown while holding the bag. "Breakfast?"

"Gruh…" Logan grunted before the bag was dropped into his lap. "Don't you have school or something?" Logan grumbled as he tore open the bag to get to the food.

"We don't have school on the weekend." Peter said as he took a seat on his workbench. "You've been out for two days."

"Two days?" Logan asked. Peter nodded. "Damn."

"Catch." The teen said as he threw a can at Logan. The mutant caught the item and looked at it, seeing it was a can of beer.

"Thought you said you didn't drink?"

"I don't. Took it off a bad guy I beat up this morning. Him and his buddies had it in their place so I nabbed a pack. If it gets you on your feet and out of here, I'm all for stealing off crooks."

Logan popped the top of the can and chugged its contents. Then he crushed it in his hand before getting to his feet. He looked himself to see if any of his wounds were still there, only to find nothing. "Looks I'm all patched up."

"So then, you're good to go?" Peter asked as he looked over his hastily done patch job of a costume. "Don't get me, wrong, you're great company, ya don't talk much, barely ate any of my food, didn't move from the one place you said you'd sleep, but…and this a little mean, ya smell like wet dog right now."

"Well I owe ya one," Logan grumbled and he stretched his sore and stiff limbs.

"Great." Peter mumbled.

"I'm serious kid, it was crap to crash in on ya like this but ya let me stay instead hurling my sorry ass out into the deep end of shits creek. Which wouldn't be hard since you're like ten feet from the harbor. But when I say I owe you one? I owe you one."

"Alright. I'll keep you to that. Maybe I'll ask you on advice on how not to lose a girlfriend." Peter muttered.

"Still sore about the redhead?" Logan asked, making his way to the warehouse's exit.

"I'm gonna be sore about that for a while. It's not everyday the perfect girl for you flies out of your life because she's afraid she'll become a liability to you." Peter rubbed the back of his head in frustration. "I'm trying to take your advice…I really am…it's just…"

"It's hard kid, I get that. Believe me. But enough of the mushy-feeling bullshit. I better bounce before—" Logan stopped as soon as he'd opened the door just crack.

"Logan?" Peter asked a she saw the mutant stiffen up. "If its about the wet-dog comment I was just being a dic—"

"Shit." Logan muttered. Peter moved around the mutant to see a fleet of vans perched outside the gates of the warehouse. "Kid…I may end up owing you more than one."

* * *

"Is Wolverine in there?" the blonde woman asked.

"He's in there. But someone else is in there." A soldier said. "I can't get a solid read on him."

"Mutant or human?" the woman asked as she checked her handgun. "Well?"

"Uh…unclear. His genetic signature definitely isn't human…but he's no mutant. He might be an enhanced like you."

"I doubt it." The woman said slamming the ammo clip into her weapon. "Who could it be?" she muttered.

"Maybe an X-Man?" another soldier chimed in. "He could've called for back up."

"If the X-Men were here, they'd be making a show of force. And they'd send more than one. And it would be a mutant. The gene-scanner isn't reading anything mutant on this guy."

"What we do?"

The woman frowned slightly as thoughts and ideas raced through her mind. The new comer added an unforeseen variable. Variable were liabilities. The team she had was meant to deal with Wolverine, anything else might be more difficult, especially if they didn't know what they were dealing with.

"That second signature complicates things…"

"Can't we just mow them down like we did to Logan at that diner? It seemed to work pretty well."

"Except for the part where he didn't die. And he was still mobile. If Logan's gone to this guy for help, god knows what he's capable of. He could be another operative, or god knows some new freak with super-powers!" another soldier muttered.

"Shut up." The woman snapped. "We need an actual plan here…"

* * *

"That's them." Logan said.

"Them who?" Peter questioned as he stared at the vans across the street.

"The guys who shot me."

"In the vans? How'd they find you?"

"I don't know."

"Why are maintenance men trying to kill you? Did you wreck the X-Jet and outsource? 'Cause if you didn't pay them for that I can understand why they'd want to shoot you."

Wolverine shot the teen a glare. "You're joking? You got a military Black Ops team outside your front door and you're joking?"

"It's how I deal with crap. Now you said military, who's military, ours?"

"Don't know." Logan grumbled.

"Shouldn't we call the X-Men or something?"

"Not until I know who I'm up against. I'm not dragging my friends into this mess without intel."

"Oh…OH…shit." Peter muttered, remembering a slight detail that Logan needed to know.

"What?" Logan asked, glancing at the teen.

"Uh…" Peter held up the broken X-Men badge that served as a distress beacon. Logan glanced at it and snarled as he saw how badly damaged it was. "For the record, it was like this when I found it." Logan grabbed the device and looked it over. He snarled in anger before tossing the tracker on the ground.

"Dammit…"

"How'd they find you?" Peter asked as he stared at the three vans that sat quietly in the street.

"I don't know…maybe they found a way to track me from my old Weapon-X file. There were details on how I moved and how to track me if I ever went AWOL."

"How's they get?"

"Weapon-X went belly up almost a year ago. The X-Men and SHIELD took it down, SHIELD got most of the files, wouldn't surprise me if they lost some intel after Fury disappeared."

"Could that guy not give us a break?!" Peter hissed. He walked away from the door and grabbed his costume disappearing behind a wall. "You got a plan?" he asked.

"I'm thinkin' of one…they haven't mowed me down yet…"

"Probably because this place is busy around this time. Rush hour is just starting to die down so there's still plenty of people. Witnesses y'know? I mean, I know Black Ops people really don't care about civilian casualties, the SCU being the exception, but over a hundred people in a major world city? That's hard to hide."

Logan turned to see Spider-Man crawl out from the other side of the wall. "What are you doin' kid?"

"Helping you."

"I don't need anymore help."

"I think ya do. You don't even have a plan."

"And you do?" Logan grumbled.

"Yep." Wolverine turned to the kid. "I'm gonna run at them really fast." Wolverine just gave him a dead stare. "At least I have a plan." Peter mumbled.

* * *

"Fuck it. Ready the team. Tell them we go in guns hot and have Dimitri keep the vans running. We hit hard, fast, and bail. If we need to we'll sweep the area again later." The blonde ordered.

"We still have a lot eyes in the streets boss."

"You think I give a damn? Logan got away from us once, and our superiors we're not pleased. Let alone it took us two days to find him, what'll it be next time, two weeks?" The men around her said nothing as she allowed her words to sink in. "We kill Wolverine now. Or we won't be allowed home."

"Uh…ma'am?" one of the soldiers said as he pointed to a monitor. "Target two is moving…fast."

"What?"

**CRRSSSSHHH!**

The front of the van was crushed as Spider-Man landed on the hood, shattering the front of the vehicle. Before anyone could react, he grabbed the car by its hood and lifted it into the air.

"Bois Moi!" the woman screamed as they were hefted in the air. Spider-Man slammed the van into the one next to it, whacking it into the street.

"Freeze!" a soldier screamed from the remaining truck, brandishing his rifle.

"How about no!" Spider-Man roared, swinging the van at the soldier. The man ducked, but quickly realized he wasn't the target. Spider-Man's blow tore the roof off the top of another van, sending the contents of soldiers, equipment and ammunition into the streets. Spider-Man dropped the vehicle, allowing it now disoriented passengers to stumble out of the wreck. "Later losers." he muttered before leaping into the air and swinging away.

"Dammit!" the blonde woman screamed, grabbing her assault rifle and taking aim. She tried to set her sights of the web-swinging vigilante but failed. "Logan…" she muttered. She spun around and grabbed the scanner, scraping the cracked monitor from off the ground.

"Need to find Logan!" she muttered aiming the scanner at the warehouse. Her worst fears were confirmed when the scan came back negative. "FUCK!" she scream, slamming the device onto the ground.

"M-Ma'am…" a soldier groggily asked. "W-what do we…what do we do now?"

"Call in the assets." The woman hissed. "Call in the mutants!"

* * *

"Damn kid." Logan muttered as he walked through the darkened alleyways. "I knew you were strong, but that strong? Part of me thinks you could take on Colossus."

"I don't know about that." Spider-Man said as he crawled alongside Wolverine on the walls. "I never really tested my strength, but I know lifting cars is pretty easy. And I have to hold back against most crooks, and even then I still break bone with every punch, Hell, I'd have to roll with punches just to make sure their hands don't shatter. Not that I really care. If it means they can't hold a knife or a gun? Somewhat the better."

"Anything else I haven't seen you do yet?" Logan asked, stopping in at the end of the alley.

"Stay tuned." Peter replied. He hopped down onto the ground and followed Logan's stare. At the end of the street was the burnt and shredded remains of Girshwin's Diner. "Uh…what is this?"

"The place where they ambushed me."

"They blew up a diner?" Logan nodded before sniffing the air.

"Found you fat ass." The mutant took off sprinting, startling Spider-Man who barely had time to catch up.

Logan stopped after he passed the diner. At the back entrance sat a large man with a tattered white apron, gently sobbing. "You!" Logan snarled.

"Guh?" the man sniffed, only to recoil in terror as he saw the man from his diner. He scampered back, backing himself against his diner's wall.

"Couldn't help but notice you high-tailed it out of your place before everything went to shit. A little to convenient for my tastes." Logan snarled. "How'd you know they were going to shoot up the place?!"

The man tried to flee but was stopped when Logan grabbed him by the collar and lifted him into the air, pressing his knuckles to the man's throat. Logan willed his claws to slowly inch their way towards the man's jugular. "Start spilling info, or I spill blood."

"I think he's serious." Spider-Man muttered as he watched from overhead on a wall. Logan shot him a glare, but the hero ignored it. "Listen, I hate to play good cop bad cop here, but tell the scary X-Men what he wants to know or I can't help you."

Logan snarled at the man who cowered in fear. "A-all I know is that broad walks into my place and hands me a note with the money! She said she was FBI and y-you were some sort of mutant t-terrorist! Next thing I know m diner is wrecked, so I call the FBI and they got know idea what I'm talkin' about! Now my shop's ruined! W-what am I supposed to do now?!" he sobbed.

Logan let the man go and looked at the ruins of the diner. "Go. Get out of here." The man scrambled to his feet and ran from the alleyway.

"Poor guy…getting his livelihood ruined like that…hey where you going?" Spider-Man asked as Logan leapt onto the fire escape and started to climb up its steps.

"Guy didn't know anything, means I need to find out some more info on who these guys were."

"Well we ruled out FBI. What does that leave? CIA, SHIELD, foreign mercenaries?" Spider-Man asked as he climbed up the wall to reach the roof.

"Maybe." Logan said as he climbed onto the roof. "I need to go ask a favor."

"Of who?" Spider-Man asked.

"A spy. Can you get us to SoHo?"

* * *

**SoHo**

Natasha Rominoff through the last stack of papers and documents into the pile of furniture that was stacked in the middle of the room. She grabbed the can of accelerant she'd brought with her and began to douse the pile with the fuel. She set the can down and pulled out a lighter.

She prepared to burn the remains of her apartment to fully burn away any evidence so she could go off the grid permanently. She was about to light the flame before she whirled round, aiming her gun at a plain clothed man.

"Logan?" she muttered in surprise as she saw the X-Men standing in what was soon to be her 'old' apartment. "What are you doing here?" she asked.

"I need your help." He said. Widow raised and eyebrow before holstering her weapon.

"What about the X-Men?"

"Can't contact them and I don't even know who's after me. I can't really involve them in this"

"But you can involve me." Natasha mumbled.

"Because you've got the training for this. And you got the stones to kill."

"Only as a last resort!" a new voice chimed in. The two assassins turned to see Spider-Man hanging upside down by the window. "Wait a sec…" he mumbled as he looked at Widow. "She's why we're here? That's it. I'm out."

"What? You're bailing on me now?" Logan asked.

"If I'm working with one of Fury's lapdogs, the answer is abso-fucking-lutely!"

"Really?" Natasha muttered as she turned her attention back to Logan. "You brought the chatter-box along for the ride?"

"He crashed at my place after he got riddled by bullets. So blame him, not me." Peter muttered before dropping down. "Why are we getting her again?"

"And why me?" Natasha asked. "Of all the people, you come to me. Why?"

"Because I know you." Natasha raised an eyebrow. "Well…I know that I know you, from what I remember you owe me at least one. And I'm calling it in now."

Widow sighed, running her fingers through her hair. "Fine…let me finish here and then we'll play catch up, da?"

"What exactly are you doing here?" Peter asked, glancing at the piles of objects, paper and furniture. He glanced at the accelerant and then to the lighter in the woman's hand. "You trying to become a professional arsonist?"

"I'm off the grid." Widow said, lighting the lighter and tossing it on the stack of papers. "911's response to fires are 7 minutes. I called 6 minutes ago."

"What about the other people?" Spider-Man asked as Widow and Logan moved towards the window. "What if they get caught in this?"

"There are no other people." Logan muttered. "Top floors clear, I can smell it. No one else is in right now. You planned this out well." Logan said to Natasha.

"I'm a professional. Everything I do is planned out well."

* * *

The trio stepped onto the roof right as the fire trucks arrived to spot the miniature blaze in the tope floor of the building. Spider-Man looked over the side to see the men already busy at work in evacuating the building whilst putting out the fire. "So going off the grid mean's burning every known address you've ever lived at?"

"No." Widow replied. "Just the one ins the past five years."

"You people are crazy."

"Don't call your sister crazy, she's a good girl." Widow smirked.

Spider-Man glared at her. "Low blow. My sister shouldn't even be with people like you guys. It's bad enough that your people cloned me, but your still using kids as super-soldiers?"

"It was my understanding that you were on better terms with your clone." Widow muttered as she checked her handgun.

"Not the issu—"

"Both of you shut up." Logan barked.

"What happened, how many, and describe them. In detail." Widow said as she took a seat on the side of the building.

Logan went into the task of describing what had happened to him in the past three days, including what he could figure out about his attackers including their ability to track him somehow.

"So not FBI, and CIA wouldn't be running this kind of OP without clearance being made to someone with access to gene-trackers. That still leaves a lot of options open." Widow muttered.

"My money's on SHIELD." Spider-Man said. Widow and Logan gave him a look. "Okay here me out. My usual dislike for SHIELD aside, ever since Fury went underground, SHIELD's ramped up its activities on super-crime. They've taken some crap from the police, specifically the SCU and their new super-hero Guardsmen."

"You think Flumm sent a task force after me or something?" Logan muttered.

"That's…" Widow started. "Not too far fetched actually. Flumm hates mutants and he's no friend of the X-Men. But even so, I think he'd use heavier hitters than a few mercs with trackers. Were talking super-human combatants."

"Like what?" Spider-Man asked.

"Like—Look out!" Widow screamed.

"Wha—" Spider-Man's spider-sense flared to life right as rocket shot through the air and toward the roof of the building. "Dodge!"

Widow and Spider-Man leapt to the side and Logan ran to the right. Surprisingly, the missile curved in mid air and shot right towards Wolverine. The mutant had not time to dodge before it slammed into his chest and blasted him off the roof.

Spider-Man and Widow watched in shock as the rocket took Logan off the roof and towards the docks. "LOGAN!" the two screamed as an explosion erupted in front of them, sending both of the heroes back.

The pair looked up to see two helicopters circling their building. The guns mounted under their bellies rotated so they faced the roof. Spider-Man's sixth sense buzzed in his head. "MOVE!" he screamed.

Widow dashed after him, keeping pace with the enhanced human as bullets tore up the street. "Get to cover! Stay out of their line of fire!"

"Oh really?! I was so set on sitting around and letting myself get torn apart by a bunch of shrapnel!"

"Shut up!" Natasha screamed, pulling out her side arm and blind firing behind her. The bullets pelted the belly of the vehicle but did no damage.

"Find Logan!" Spider-Man shouted as he leapt off a chimney and rushed towards the helicopters. "I got this!" Spider-Man shouted, leaping into the air. He fired a web-line onto the chopper and pulled himself out of the line of fire. Bullets tore across the rooftop as the chopper swerved in the air.

"That idiot's going to tear up the whole neighborhood!" Widow hissed as she took off towards the chopper.

Spider-Man crawled alongside the chopper's door and slammed his hand through the metal, gripping it from the inside, he tore the door off its hinges to see the stunned soldiers inside. "Evening boys!" he shouted. He lunged forward tackling the men inside before fighting his way to the cockpit.

Widow leapt towards the chopper, firing off a volley of bullets that slammed into the side of the glass denting it. "Plexi-glass, of course." Widow muttered, dropping her clip and loading in a second one, a clip loaded with red bullets.

The crimson-haired assassin leapt off the building and landed on the chopper's front, much to the pilot's shock. The man had no time to react before Natasha raised her handgun and fired.

The bullets melted through the glass and slammed into the man's skull. His head was blown apart by the bullets detonation. Widow quickly emptied the clip into the dashboard, totaling the controls.

The black-clad assassin leapt from the vehicle and landed onto the roof as the chopper descended into the street. Widow didn't even turn when she heard the explosion, rather she continued towards the docks where Logan and the missile disappeared.

* * *

Spider-Man slammed a soldier into the wall and kicked another one out the open door before pinning him to a building with his webs. He dodged a bullet fired from a soldier's gun. Unfortunately the bullet through the cockpit and splattered the pilot's brains onto the controls and window.

"Dude! Friendly fire!" Peter shouted, hurling a soldier into the one who fired the shot. Spider-Man rushed to the cockpit, pushing aside the pilot's body and grabbing the controls. "Okay…dock's to the left…water it is!" Spider-Man pushed the joystick down, thrusting the vehicle into the water.

Widow glanced at the air as the chopper soared past her and into the water, a sending a plume of water into the air. "And he went and did something stupid."

"Guah!" Spider-Man gasped, breaking the surface of the water. He started to swim towards the docks, ignoring the bone-chilling waters that soaked his suit. "Stupid cold water bay and stupid cold…" he muttered. He finally reached the docks and pulled himself out of the water.

He looked towards the burning warehouse Logan had crashed into and slowly crawled to it, welcoming the warmth from the flames. "Logan?" he called out as his eyes scoured the wreckage of the burning building. "Logan!"

"If he's in that fire I doubt he'll here you!" Widow called out, dropping down to ground level. "Come on. Logan would keep to the shadows, find time to heal."

"How exactly do you know him?" Spider-Man asked. "When the X-Men saved me from getting picked up SCU back in the day, Xavier told me he had memory problems. Did he know you or something?"

Widow remained silent for a moment as the two climbed back onto the rooftops. "He knows me."

"That much I gathered. Was he like your significantly older boyfriend or something?" Widow shot him a glare. "Hey I don't judge."

"He was my mentor for a time. I believe he remembers at least that much. But he was family. He helped me flee from my KGB ties."

"You were KGB?" Spider-Man asked. The two super-heroes looked out over the darkened alleyways.

"I can't see shit." She muttered, pulling out a pair of sunglasses.

"Really?" Spider-Man muttered. "You're one of those people?"

"One of who?" Widow asked, slipping on the glasses.

"One of those douchebags who wear sunglasses at night. First your dating Captain Jackass and now this? Seriously, the only thing you've got going for you is the hot redhead angle."

Widow sighed, switching the glasses to night-vision. "You are a real pain in the ass. Cap was right about you." She muttered. "You don't understand."

"OH! Just great!" Spider-Man snapped, throwing his hands up in rage. "Again with this bullshit! You people keep on saying 'I don't understand this, I don't understand that!' I understand! The world is a shitty place and people have to do shitty things to get by! I know!"

"I doubt it." Natasha said. "You don't know what me and Steve have gone through. Despite how we both look, him and I are older than most senior citizens. We've scene wore. We've experienced things out of people's worst nightmares."

"Oh cry me river!" Spider-Man screamed. "You think seeing war is all it takes to understand?! People understand the world from some of the worst moments in their lives! Losing loved ones to things as stupid as a car accident, drug overdose, or just because of some dumb fuck with a gun!"

"You think that gives you the right to judge Steve for his actions?"

"He judged me for them! He's a ninety-year old soldier in the 21st century with no idea of just how grey the world is! It's not 1945! There are no Nazis raging war on America! There is no black and white! You people think SHIELD are the good guys! But look at where that's gotten you! You're going underground, Fury is off the grid, the country was invaded by foreign nations, and the cherry on top of that total lack of Sunday, you use kids as super-human weapons!"

"Better than letting them run rampant in the streets with no idea how to control their powers! Not everyone has the amount of restraint needed to use or not use their powers!" Widow snapped. "This way we can keep them safe and train them!"

"To be soldiers!"

"To be heroes!" Widow hissed. Spider-Man prepared to speak but was stopped the buzzing of his spider-sense.

"Not nice to lie sweetheart." A guttural voice growled out. The two heroes spun around to see two massive figures on the rooftop behind them. One was a tall albino man with hulking red armor. The second one, the one who spoke, was a shaggy tall man with razor sharp claws coated in metal. He flashed the heroes a predatory look, revealing metal teeth that looked like they belonged to animals.

"Friends of yours?" Spider-Man asked, taking a step back. He noticed Widow drawing her pistols. "I'll take that as a no."

"Victor Creed and Omega Red." Widow said. "What are you two doing here?" Widow growled.

"Workin' a job…one that has to deal with…an old friend…" Sabertooth growled, his grin never faltering. Omega Red remained silent before two metal coils slithered out from his wrists.

"Where is Weapon X?!" Omega Red roared.

"Weapon what?" Spider-Man muttered.

"What do you want with Logan?" Widow asked, keeping her weapons trained on the two mutants.

"Business." Sabertooth growled, perching on the side of the building. Spider-Man crouched down, setting himself up for a fight. "So…where is the runt?"

* * *

"Ugh…" Logan grunted as he dragged himself into the alley. His leg was still badly burned but it was healing rather quickly. He glanced at his surroundings and saw smoke billowing out of the building he'd crashed into.

He'd been lucky enough to pry himself free of the rocket before it hit something hard enough to trigger the explosion. He heard the clattering of a bottle and turned to see a figure clad in red leering at him from the shadows.

"Gotta problem, bub?"

"That explosion in the warehouse, did you cause it? And before you answer, you look and smell pretty guilty."

"I didn't cause it." Logan growled. "Someone shot that rocket at me hoping to kill me."

"What are you exactly?" the man said as he stepped into the light.

"Mutant." Logan responded. The man in front of him was decked out in red armor with two small horns attached to his cowl, a Billy club rested in the man's hands. "Don't I know you?" Logan asked.

"I'm thinking so." Daredevil replied. "You're Wolverine. We met during the Liberator invasion."

"Yeah…yeah you were with the street guys who drove a car into their base. Pretty ballsy. Then again you'd have to be for a blind guy to fight."

"Is it that obvious?" Daredevil said. "Who's after you?"

"What's it you?"

"This is Hell's Kitchen. Whatever happens here is something to me. Who's after you? Military? Anti-mutant terrorists?"

"No idea. Listen, you wanna help, just get people to steer clear of this mess. I've gotten enough people roped into this that I shouldn't have. So you need to—" Logan stopped as he smelled the air.

"They're here." Daredevil said.

Sure enough, just outside the alley, a fleet of grey vans rolled up to the alley before dozens of men in full body armor with rifles and shotguns poured out. Their leader was none other than the blonde who'd been in the diner.

"S'up Logan." She said, brandishing a handgun. "That is your name right? Not one that someone just gave you?"

"Out with bitch!" Logan snarled. He glanced behind him to see that Daredevil was nowhere in sight. Wolverine glared at the woman who simply smirked at him. "What do you want with me?!"

"You stole something from us." She replied.

"Bitch I don't even know you!" Logan roared. "How would I've stolen something from you?!"

"You don't remember I guess, But we need what you stole and we'll get it from you one way or another. Where's the synthesizer?"

"The what?!"

"Doesn't matter." The woman replied. "Take him!" she screamed, her soldier aimed their weapons right as Logan leapt into the fray, slashing at their metal armor, causing sparks to flash all over the dimly lit streets.

Logan kicked a soldier in the chest, making him stumble back while firing his weapon, pelting Logan with the rounds. "GAH!" Logan roared, stabbing at another man. Too his shock, his claws bounced off the metal without a scratch.

"What the fu-!"

**BANG!**

A blast from a shotgun hit Logan in the chest, sending him flying back. He hit the pavement hard and before he could move, three bullets hit him square in the chest. "AARGH!"

Logan attempted to move before another bullet clipped him in the head, knocking him down. The blonde slowly walked over to him before crouching down over his body. "Hoped you like the new duds. Prototype armor, made of adamantium. And the bullets in this gun here, carbondanium. Our version of your unbreakable metal. Not nearly as strong but far more malleable, not to mention the one little bonus its got on animals like you. It's slows that special healing factor of yours." Logan groaned as the women pushed the gun to his forehead.

"I'm sure you feel it now. How none of those wounds are healing, how they just keep bleeding. Where is the synthesizer?" she asked. She pressed the pistol to his head. "Where is it?'

**BANG!**

Logan cringed in pain as the bullet struck his skull. "Again." The woman muttered. "The synthesizer?"

**BANG!**

"Guh…"Logan groaned, blood pooled from his forehead and chest as the wounds refused to heal. He glared up at the woman despite his weakened state.

"Fine. Different question. You Americans think that your special adamantium is so special. Indestructible. Our metal, carbondanium, was theorized as weaker. But one question always stuck in our minds. Would you're American metal, hold up if we fired a Russian slug made of pure carbondanium at an adamantium skull, at point blank range" the woman pushed the gun into Logan's mouth so that the barrel rested on the roof of his mouth. "from the base of the skull, would it pierce it?"

"Gruh…" Logan snarled.

"I wonder if that'll finally put you out of your miserable existence." The woman sneered. "Will it be enough to end your filthy mutant life? To right all the wrongs you've done as a murderer!"

"Urgh…" Logan grunted, trying to move despite the blood pooling around him as the woman pushed against his wounds.

"You don't even remember us. How fucking insulting!" she screamed. "Then again…you're just an animal. Not even human enough to know who you are…so I'll put you down like one."

"Ma'am." One of the soldiers said. "Our orders are to take him alive."

"Or kill him if we can't get the intel!" the woman snapped. "He doesn't even remember what the carbondanium synthesizer is! That means he is expendable!" the woman cocked the hammer back. "Goodbye…ANIMAL!"

**WHAPOK!**

"AGH!" the woman screamed as a red metal rod struck her across the face and rebounded off a wall. The weapon flew back into the hands of a man in dark red armor with short horns over his cowl standing atop one of their vans.

"Who the Hell are you?!" The woman screamed.

"Daredevil!" he shouted. "And I've had enough!" He raised his weapon and pulled out the second club from his holster. "GET THE HELL OUT OF MY KITCHEN!"

"You're interfering with government business!" the blonde roared. "I'm sanctioned by the US Government! This man is a mutant terrorist and is wanted for murder—"

"Stop lying!" Daredevil roared. "People live here! Drop your weapons!"

"Do you know who this man really is?!" the blonde screamed keeping the gun cocked in Logan's mouth. "Do you?! He's a murdering animal! He needs to be put down!"

"If he's killed then he'll face justice!" Daredevil snapped. "But not like this! Step away from the man and drop your weapons! I don't give a warning count either! Ditch the guns and get out of my city…do it. Before I throw you out."

The blonde glared at Daredevil who glared back, neither dropping their weapons. The men around the blonde gripped their weapons and kept their eyes trained on the red-vigilante. "DROP. IT. NOW!"

"GRAAHH!" the group's attention was stolen as two figures tumbled off a roof and crashed onto the top of a van. "Get off me you freak!" Spider-Man roared, socking Sabertooth across the jaw. The blow only staggered the mutant as he immediately tried to bite the hero with his adamantium teeth. Spider-Man dodged and sent a pulse of bioelectric energy through his body and into Creed's, blasting him off the car.

Spider-Man tilted his head and saw the blonde assassin sticking a gun in Wolverine's mouth. "No you don't!" Spider-Man barked, firing a shot of webbing, hitting the back of the gun and gumming up the hammer. The woman cursed as she tried to fire to no avail.

Logan snarled and slashed at the woman with his claws, catching her off guard. The woman toppled off the mutant as he crawled back towards the alley.

The soldiers attempted to shoot him but were stopped as a red blur entered the fray, striking their exposed faces with his Billy-Club. Daredevil gave no quarter as he hurled a man into another soldier before back flipping away from the gunfire that erupted in the streets.

"Spider-Man! Grab Wolverine!" he shouted, leaping behind one of the vans.

"On it!" the teen shouted, firing off a web-line and snagging Wolverine. The teen pulled the man to him before leaping behind the van right as an explosion erupted on the roof above them.

"What now?!" Daredevil shouted as a large albino Russian with metal whips crashed to the street, his armor smoking. A nimble red head leaped off the building and hit the van in a rolling motion, flipping off the damaged vehicle before landing behind it with Spider-Man and Daredevil. "Natasha?!" Daredevil shouted in surprise. Her scent and heartbeat were one of the most easily identifiable sounds to the vigilante.

"Matthew. You're looking well." She replied, reloading her gun.

"You know her?!" Spider-Man shouted over the roar of gunfire that echoed in the streets. Bullets pelted the van, tearing through its sides before spewing out onto the other side of the street.

"We have history." Matt responded, readying his club.

"Really? First Elektra and then her? Do you have a thing for assassins?"

"Shut up!" Daredevil shouted over the gunfire.

"Hey like I told Widow, I don't judge. I just see a pattern that your girlfriends seem to be in dangerous professi—"

"Seriously, Spidey! Shut it!"

"What happened to Logan?" Natasha asked as she glanced at the bleeding mutant.

"He got shot! What doe sit fucking look like?!" Spider-Man snapped.

"Why isn't he healing then?!" Widow snapped back.

"Carbondanium." Daredevil replied. "I heard the blonde mention it."

"Carbon-what now?" Peter asked.

"A Russian counterpart to Adamantium." Widow said as she crawled over to Logan, keeping her head low to avoid the hail of gunfire. "Not nearly as strong but far more malleable and cheaper to produce. It also has a nasty habit of screwing with healing factors. I'll need to perform a rough surgery on Logan if we want him to live at this point."

"You want to perform it here?!" Spider-Man shouted as a bullet whizzed past his head. "In a fire-fight?!"

Daredevil sniffed the air, noticing the distinct smell of smoke and gas. "Shit! Get away from the van! Now!"

Spider-Man grabbed Wolverine while Daredevil and widow leapt into the alley, the younger hero following inches behind them. The street erupted in a flash of fire as the vehicle blew up in the street.

"Shit!" Matt cursed as he felt the flames from the deep inside the alley. "Who are these guys?!"

"Don't know!" Widow shouted as she took a look at Logan. "Damn. If we don't get these bullets out of him he's not going to make it at this rate! He's lost too much blood!"

"Can you treat him?" Spider-Man asked as he began to web up the wounds to stop the bleeding.

"Not here. I'll need place with medical supplies. Matt, what about your friend the Night Nurse?"

"She's out of town!" Daredevil snapped as he glanced down the alley. "And at this point we can't involve the people around her clinic, these guys don't care about civilians!"

"I think I know a place!" Spider-Man shouted. "Horizon labs! Tough security and they got geniuses all over the place! I know they god a med-lab there too! They patched me once!"

"Not the best idea, but it's the best one we got." Daredevil muttered. "Let's move!" the group of heroes dashed down the alley while their pursuers recovered from the explosion.

* * *

"Creed! Off your ass!" the blonde exclaimed. Sabertooth crawled off the ground, shaking off the pain from the electric shock. "Creed! Move that mutant ass of yours and start tracking! They wrecked our van with the tracking gear!"

"No one told me the kid could do that…" he snarled. Referring to Spider-Man's power.

"Our intel on him was limited at best. He's never operated outside of New York so Homebase didn't think him priority. But Widow is here now which means you need to earn that killer reputation your so proud of."

"You're pushin' it blondie. I agreed to this job 'cause the money was good and the Runt and I have a score to settle for what he did to my neck."

"Pity the death didn't take." The woman muttered. Creed snarled, bearing his metal fangs.

"Off of me!" a deep Russian voice bellowed. Omega Red pushed the soldiers back as he stood up under his own power. "I am not some weak little girl!"

"Really?" Sabertooth growled with a sinister grin. "Cause you went down like a bitch."

"Grah!" Omega Red roared. He stormed towards the animalistic mutant. Sabertooth was tackled to the ground before slashing at Omega Red's face, scarring the albino's face. "ARGH!" the pale mutant snarled down at Creed before his coils wrapped around Sabertooth's neck, strangling him.

"GAK!" Creed snarled, biting into the carbondanium coils. "ROOOAARR!"

"ENOUGH!" The blonde screamed, slamming her thumb on the trigger of a device. Instantly, Omega Red reeled back in pain. He gripped his head and screamed in agony. The blonde released the button, allowing Omega Red to crawl to his feet. Sabertooth followed, quickly getting to his feet, claws extended.

"Back off Creed!" The blonde snapped. "You have Logan's scent, track him. And you" she said, glaring at Omega Red. "Behave. Or else that synthesizer won't be helping you live longer than a year! Am I clear?!"

Red snarled in rage. "Clear." He growled. The woman turned around, still gripping the controller.

"Too bad you got a little implant, huh?" Creed snickered. "But she does need a finger to press the button, right?" Sabertooth grinned sadistically before following scent of his adversary. "Try to keep up pussy."

* * *

**KRRRSSHH!**

Max Modell jumped at the sound of glass shattering. The portly man was working late and as far as he knew, only he and Doctor Connors were still inside the building. Max pulled up the security system on his monitor to see who or what had gotten in without tripping an alarm. To his shock, and more importantly, his fear, the camera's were off line.

"Oh dear…" he muttered.

"Get him on the table!" Dr. Connors shouted as Spider-Man and Daredevil lugged a bleeding Wolverine into the room. "What happened?" he muttered.

"Gunshot wounds." Widow replied as she took a look at the surgical equipment and first aid pack she had on her person.

"Pe-Uh-Spider-Man, I told you I'm not a medical doctor. A knife wound I can treat but…he needs a hospital!"

"We don't need your help!" Spider-Man snapped. "You did enough last time!" Connors looked taken aback before hanging his head.

"Natasha, can you get the bullets out?" Matt asked as Widow pulled out a scalpel and pincers.

"Dah." She quickly went to work, cutting into Logan's flesh to dig the bullets out. "This'll take a moment. Keep watch. If Creed is after Logan, we'll have a tough fight ahead."

"Who were those freaks?" Spider-Man asked.

"Later. Need to focus." Widow responded.

Daredevil pulled Spider-Man back and away from the table. "Let her work. We'll need him if we're going up against a military death-squad. And you need to calm down. Your emotional."

"We just got shot at and nearly mauled to death!" Peter snapped.

"Like that doesn't happen to you on a daily basis." Matt replied.

Spider-Man shot him a glare while the man in red merely smirked. "Touché Mr. Devil…touché…"

"And besides…I think you owe him an apology." Daredevil said, pointing to Connors. "I know you hold agrudge for what Carnage did to your friend, but he wa—"

"I know." Peter said. "I just…I just lashed out. He may have made the carnage clone, but he didn't unleash it. It as much my fault as it is his. More so. I did come to him for help."

"Just talk to him. I'll keep my eyes peeled for any of those soldiers." Spider-Man gave Daredevil and odd loo, one that Daredevil felt. "You know what I mean. Now start with the apologies."

"Yeah yeah…" Spider-Man muttered, waving his friend off. "Hey, doc!" he called out, startling Connors who'd been sulking in the corner.

"I-if you need me to leave…I'll uh…I'll just let myself ou—"

"You're not leaving." Spider-Man declared. He looked at the startled man and sighed. "Are the cameras off in here?" he asked.

"Widow disabled all security." Daredevil hollered across the room.

"Thanks." Spider-man called back before turning back at Connors. He once again sighed and pulled off his mask, letting hang the back of his suit. "I uh…I snapped at you earlier…and…well that was wrong. I…I was angry and agitated and I blamed it on you. I'm trying to say I'm sorry." He mumbled.

"You've got nothing to be sorry for." Connors said. "My work got your friend killed."

"Gwen's death is on my hand as much as it's on yours. More so for me."

"But I made that monster."

"From my blood. I don't like it anymore than you do, but it happened. And Gwen…she's dead. And it's our fault. But, listening and seeing you mope like this, I can only imagine that I didn't look that different. I still haven't forgiven myself for her death. But you should."

"Peter…I made that monster…I'm responsible."

"You are. But so am I. I put you I that position. I came into your lab bleeding on the floor. Carnage came from me. You had the decency to at least warn me about the creature. So…I'm sorry for all the grief and guilt I caused you."

Connors sat down in his chair, cradling his stump-arm. "You don't need to apologize to me Peter. But it helps…thank you."

"Done." The three men turned to see Widow wiping blood off her gloves and placing her bloodied instruments on the table. I pulled out bullets. Now we just need to wait until he heals himself."

"That's good." Daredevil muttered. "How soon can we move him? Because I don't think we can stay here lo-! The door! Spidey!"

Spider-man whirled around, aiming his web-shooters at the opening door. Spider-Man squeezed the trigger, firing a volley of adhesive fluid, pinning Max Modell to the wall he had just walked past.

"AAHHH!" Max screamed.

"Oh my god!" Connors shouted. "MAX!"

"Spidey!" Widow snapped.

"I reacted!" Spider-man shouted in defense. "DD could of said 'Civilian, don't fire!'"

"Well I didn't say shoot!" Daredevil snapped back.

"You never say 'Hey Spidey, nab the bad guy!' now do ya?!"

"Will someone help me!" Connors barked as he struggled to pry his friend free from the webbing. "Having one arm isn't helping me here!"

Widow and Daredevil glared at Spider-Man who sighed. "Fine. Stand back doc, I got this." He grumbled, popping his talons before he started to go to work on the webbing. "Sorry dude." He muttered as his talons tore through the white tendrils, adhering the larger man to the wall.

"Mrhhhpphh!" Max mumbled through the webbing. Spider-Man ignored it as he cut through the webbing, releasing the man. He grabbed the patch of webbing that covered the man's mouth and pulled it back.

"OW!" max yelled as the patch was torn off his mouth.

"Oh relax." Spider-Man muttered. "It's like a band aid. Big baby."

"Curtis what is the meaning of this!?" Max shouted at the one arm scientist.

"I'm sorry! But they had an injured person here!" Connors pointed at the operation table and Max saw the bloodied form of Wolverine.

"My god…" Max muttered in horror as he walked towards the wounded mutant. Widow pulled out her pistol and aimed it at the scientist. "Whoa!" he shouted, throwing his hands up in defense.

"Easy Nat!" Matt shouted.

"Please don't!" Connors shouted. "Max wouldn't hurt anyone! Especially someone who's been hurt like this!"

Natasha glanced at Daredevil who nodded. "He's not lying." Widow slowly lowered her weapon.

"Max, I'm sorry but he was hurt." Connors said. "I know this violates every clause of my house arrest, but I couldn't let a human being die."

Max sighed, rubbing his forehead. "I'll see what I can do. But how did he get hurt? I can't help but notice there are three super-heroes in this room. And that doesn't lead to good things."

"You mean four superheroes." Daredevil muttered.

"I thought you preferred being called a vigilante." Widow said.

"No, we got three super-heroes." Spider-Man added. "Me, DD, and Wolverine."

"What about Nat?" Matt asked, glancing at his former lover.

"Ah she's more deadly assassin than super-hero." Spider-Man muttered. Matt glanced at Widow who merely frowned at the web-themed hero.

"Okay, can someone explain what's going on?" Max asked. "What are you people doing here? Why is that man bleeding?"

"He was attacked." Spider-Man said. "He's got a healing factor but they shot him with some special stuff, we had to take the bullets out so he could heal. Listen, I know this is crazy and we shouldn't be here, but please, we just need a place to lay low for a little while. Just until he can be moved."

"Who's chasing him?" Max asked.

"The people who just showed up." Widow answered showing the group a computer screen. The monitor displayed several images of men with guns spilling out of several grey vans. "Activating security now."

"Wait, you have access to my security systems?" Max asked.

"Yeah she kinda turned them off so we could get in." Spider-Man said, hopping onto the ceiling. "Which way are they coming from? I might be able to buy you guys some time to get Logan out of here."

Widow glanced at the screen and then back to Logan. "They're coming in from the north wing of the building. A 911 call was just sent by the security's AI. We need to move Logan now."

"Is he healed enough?" Matt asked as he slid an arm under the mutant in an attempt to lift him.

"No idea. But he can't stay here." Natasha said as she grabbed Logan's other arm.

"Agreed." Daredevil said lifting Logan off the med-table. "We'll move him out the back before the—Spider-Man above you!"

Spider-Man's spider-sense blared in his head right as the roof above him shattered. "GAH!" he screamed as two metal coils wrapped themselves around his body.

"DIIIEE!" Omega Red roared hurling the teen through the ceiling. He spun around, glaring at Daredevil and Black Widow. The latter raised her pistols but Omega Red flipped over a table with his coils, blocking the bullets that followed. "GRAAHH!" he screamed, lunging forward.

"Max you need to run!" Connors shouted, grabbing his friend and pulling him towards the exit wrenching open the doors. "We need to—ARGH!" Connors screamed as Sabertooth slashed him across the chest.

"Curt!" Max screamed grabbing his bleeding colleague. He looked up in fear as Sabertooth snarled at him.

Omega Red lashed out at the two super-heroes currently defending his target. His coils whipped around the room like metal serpents, leaving deep gashes on the walls and the floor.

Widow released Logan and leapt over a whip, opening fire on Red. The mutant ducked to the side before lashing out again. Widow ducked under the attack before popping off a few round from her gun. The bullets found their mark, smashing into Red's chest, spilling blood.

"GAK!" He hissed, flicking his wrist. His metal whip reacted immediately, swiping at Widow who had to backflip to avoid it. Red pushed his advantage before a solid kick cracked his jaw. "UURMPH!" he screamed, recovering from Daredevil's surprise attack.

The red clad vigilante pulled out his Billy clubs and readied himself for the fight he knew was coming. His radar sense gave him just enough time to backflip over Sabertooth when he tried to charge him from behind. The mutant put himself right in the line of fire. Widow fired her guns, riddling the feral assassin with bullets, sending blood flying through the air.

"RRAAH!" Creed roared, his adamantium bones shielding him from the bulk of the shots. He slashed at Widow who dodged by leaping back, firing off another bullet that struck Creed in the forehead, staggering him for a moment. "You bitch…" he snarled.

* * *

"Ow…" Spider-Man groaned as he came to on the roof. "Damn albinos…" he hissed before pausing. "Did that sound racist?" he muttered. "Great now I'm talking to myself—Whoa!" he shouted. Is spider-sense hit him just before a torrent of bullets tore apart the ground beneath him.

"Hit him hard!" The blonde screamed, aiming her web-free pistol at the teenage vigilante. She fired her weapon, hoping to at least clip the agile hero. Spider-Man danced around the bullets, dodging each one while returning fire with his web shooters.

"How can he move this fast!?" A soldier shouted.

"He's inhuman!"

"No!" Spider-Man shouted leaping over the men and delivering a vicious stomp-kick to the man's gut. "I'm super-human!"

* * *

"GRAAAH!" Sabertooth lunged at Daredevil who leapt over the mutant, cracking the back of his head with his Billy club. Sabertooth snarled again while more bullets pelted his body.

Omega Red lashed out at Daredevil who dodged left, only to be caught by the ankle and hurled to the side. "Matthew!" Widow shouted.

"Worry about yourself bitch!" Sabertooth snarled in rage, swiping at the super-spy.

"CREED!" a new voice roared. The group turned around to see an enraged Wolverine snarling at Sabertooth, his claws at the ready. "You're dead!" The feral mutants lunged at each other with savage abandon, slicing and gutting each other.

Widow turned her attention back to Omega Red who was hurling Daredevil into a wall. "AK!" he shouted, hurling his club at Red's face. The mutant shrugged off the blow and swung the crimson clad hero into a table, shattering it.

While the heroes tore apart the room, Max was doing his best to stop Connors' bleeding. "Curt! Curtis?!" he shouted as he smothered the wound in the man's lab coat. "Oh god!" OH GOD!" Max screamed.

A shadow fell over the man and he looked up to see several soldier aiming their weapons at the portly fellow. "Lights out fat as—What the Hell is that?!" Max spun around to see the mutating form of Curt Connors. His skin had shifted to a scaly green and his eyes held an eerie yellow glow. Claws extended from his fingers while his form continued to shift.

"Take it!" a soldier screamed. "No witnesses!" Max dove to the side as a hail of bullets slammed into the Lizard as he finished his transformation shifting into his massive reptilian alter ego.

"Grah!" Creed hissed while three adamantium claws pierced his chest. "You little runt!" he roared, slashing Logan across the face. Logan shrugged off the blow before gutting the mutant in the side.

"Get a new insult you monster!" Logan barked, slashing the animal across the chest. Sabertooth kicked the X-Men off him before getting to his feet. Logan growled, claws bloodied by his enemies blood. "What are you after this time Creed?! Weapon X is dead! I buried it!"

"This isn't about Weapon X you little bastard! KGB wants their weapon back! And they paid me and awful lot to kill you for it!" he screamed swiping at Logan's side. The smaller mutant ducked under the attack and skewered Creed through the stomach. "RAH!"

"How are you even alive! I cut your fuckin' head off!" Logan screamed.

"Next time don't leave any tendons attached!"

Omega Red hurled Widow across the room before throwing Daredevil into her, knocking them both to the ground. "You will both die now!" the man stood still as his powers pooled out of his body.

Daredevil tried to stand but only succeeded in stumbling forward. "W-what are you…what are doing to us?" Daredevil gasped, his muscles beginning to weaken.

"D-Death…pheromones…" Widow muttered as she tried to level her gun, but her hand was shaking and she couldn't find the strength to pull the trigger.

"Black Widow…" the mutant hissed as he stomped towards the dying agent. "Your betrayal cost the lives of hundreds of soviet officers! And caused me years of never ending pain!"

"D-don't blame me…for your superiors…a-actions…" Natasha whispered as her gun fell from her hand. Omega Red's coils slipped under her and wrapped her body in a metal cocoon.

"Nat!" Daredevil hissed. The hero tried to stand but collapsed, unable to even move as his body began to slowly die.

"I will drain the life from you Widow…" Red spat. "And you will know my pain."

"Let her go!" Wolverine roared, leaping at the Russian assassin. He was tackled in the air by Sabertooth who proceeded to slash apart the X-Man's back. "RAGH!"

"This is between you and me now Runt! You don't get to play hero here!" Sabertooth snarled.

"Now you die you little bitch!" Red roared.

"**ROOOAAARR!"**

Omega Red spun around, right as a massive pair of jaws descended on his shoulder, biting through his armor and into his body. "GIIIAAAGHH!" he screamed as blood gushed from the wound. The man released Widow from his grasp as a flurry of metal tentacles wrapped around his attacker, a massive scaly-green crocodile monster.

The Lizard roared in rage before hurling the mutant assassin through a wall. "SKRREEE!" The hulking dinosaur roared. Widow and Daredevil crawled to their feet as the monstrous beast tore apart the lab.

"What the Hell?!" Widow shouted.

"He's one of Spidey's rogues! Connors you need to calm down!" the Lizard turned to Daredevil and growled. "Oh shit."

"Move Matt!" Widow screamed, tackling him out of the way of a massive tail swipe.

"Curt! Please stop!" Max shouted at the towering monster. The Lizard hissed at him before two metal coils wrapped around the monster's neck.

"GRKK!" it hissed as Omega Red pulled it back.

"You monster! I'll kill you!" he screamed, jerking his coils back, pulling the Lizard back. The massive reptile struggle against the mutant who poured his death pheromones into the monster. The Lizard shrugged off the attack as his body-tissue healed faster than the pheromones could affect it. With a flex of its muscles, the Lizard pulled Omega Red into the air before swatting him aside.

Unfortunately this pulled the Lizard forward with his falling opponents ending them through the windows of the lab. The two monsters stumbled through the opening in the building and plummeted to streets below. They crashed into the ground.

* * *

**KKACRACK!**

"What the-?!" Spider-man shouted as he peered over the edge of the building. His eyes widened as he saw the Lizard duking it out with Omega Red. The massive creature bit down on the Russian's shoulder tearing into it with wild abandon.

"GIIIAARGHH!" he screamed while blood erupted from his wounds. His cries were finally silenced when the Lizard buried the man's head into the cement.

"Doc…No…" Peter muttered in horror. The feeling of dread only increased as he heard the whirling of sirens. The hero looked towards the source of the noise to see several large trucks baring the logo of the SCU speeding onto the scene. "Shit!" he snapped before turning back to see the blonde-haired woman sprinting off the roof. "NO!" Spider-Man roared leaping after her. "You don't get off that easily!"

* * *

**KRRRSSH!**

Sabertooth was sent careening through one of the remaining windows of the lab before his face smashed into the concrete. The mutant struggled to stand as his healing factor went to work on his bleeding flesh and organs.

"**Freeze. You are under arrest." **A mechanized voice echoed. Sabertooth looked up to see a tall green-armored mech standing in front of him with a large-hand gun aimed at his head. "**Place your hands on the back of your head and cross your ankles." **Guardsmen ordered.

"Hehehe…" Sabertooth cackled. "You think you can take me on Huh, tinman?" Guardsman said nothing as he gripped his hand-gun. "I'm an Alpha-Class mutant! You think that armor can stand up to adamantium!"

"**File uploaded. Sabertooth, you are under arrest for destruction of property, extortion, theft, kidnapping, and mass murder." **Guardsman cocked his gun before firing.

Sabertooth took the shot head on with a smirk. Right before his body seized up on him. "GAK! W-what?!"

"**Confirmed hit. Nerve round was successful. Down boy." **Guardsman said before two rockets fired from his shoulders, slamming into the feral mutant before engulfing him in a mass of flames.

"**Captain Stacy, we've loaded the Lizard data file into your suit!"**

"**Good." **George said as he loaded a new round into his gun. The Lizard hissed as the creature saw it new opponent. **"DR. Connors, please calm down. I've no intention of hurt—OOF!"**

A tail swipe from the massive monster send the armored hero flying through the streets where he crashed into a set of cars, tearing them apart. **Ow…" **he muttered. The mech slowly stood up and loaded a concussion round into his gun. **"Okay Doc…I guess we're doing it the hard away." **

"SKRREEE!" The Lizard barreled forward at an inhuman speed, tearing apart the concrete. Guardsman fired off a concusion round from his weapon, nailing the monster in the chest before a pulse of energy blew it back.

The Lizard skidded back but didn't flee. Instead, the monster leapt into the air before swinging its tail around to crush the mechanized cop. Guardsman dove forward, rolling to avoid the blow that shattered the street. Guardsman lunged forward, grappling the Lizard before slamming him into the ground.

Guardsman grabbed a canister off his suit's waist and popped the pin. "**Again…sorry Connors! Cryo-grenade primed!" **Guardsmen slammed his fist into the Lizards gut and lifted the monster up into the air using all his suits strength. **"Damn! Suit limits are being pushed! Well…nothing ventured!" **he hurled the Lizard into the street, smashing its face into the concrete. **"Nothing gained!"**

Guardsman hurled the grenade, allowing the weapon to soar through the air before colliding with the street just mere inches from the Lizard. The weapon exploded, showering the lizard in mist of freezing air. Instantly the monster's movements slowed to a crawl.

"**The grenade was successful, loading the new nerve bullet now." **Guardsmen aimed his weapon at the Lizard jaw and pulled the trigger. Capping the monster in the skull. The Lizard spasmed in pain for a moment before going limp.

"**The Lizard is neutralized, moving to apprehend the next targets."**

* * *

Wolverine leapt onto the roof through the broken sky-light and turned to see Spider-Man chasing after blonde. "Get back here!" the teen shouted firing off a web-line that snagged her ankle.

The blonde's balance was stolen from her and she hit the floor hard. She pulled out a knife and chucked it at Spider-Man, only for the teen to duck under the hit and leap towards her pouncing on her. "Who are you people?!"

"Piss off!" screamed, striking the teen in the face. Peter rolled with the punch before grabbing her wrist. "I could snap you hand off if I wanted too, so answer me or I'll turn that threat into a reality!"

"Answer me this then!" the woman spat. "How do you feel about tear gas?"

"Wha-!" Spider-Man's sixth sense erupted just as the woman popped the pin on the can of tear gas. The cloud of gas sprayed the teen in the face, blinding him while simultaneously chocking him. "AK! KAF! KAAFFF!" the woman took the chance to kick the teen in the balls, dropping him.

She scrambled to her feet and lunged for the fire escape until she was tackled by Wolverine. The feral mutant popped his claws and aimed them at the woman's throat. "Who are you?!"

Spider-Man pulled up the lower part of his mask so he could breath in fresh air instead of the tainted one that soaked into his mask. He took a deep breath to fill his lungs before sighing in relief. He pulled the mask down before turning back to see Logan pinning the blonde to the ground.

Daredevil and Black Widow climbed onto the roof to see Logan interrogating the female assassin. Widow finally got a good look at woman and her eyes widened. "Koff…Lady…koff…you better answer him or I'll shove a wad of webbing down you throat!" Spider-Man coughed out.

"Logan pressed the claws against the woman's face, dragging them down, creating several deep cuts on her cheek. "WHO ARE YOU?!" Logan screamed in rage.

"I'M YOUR WIFE!" she screamed in rage.

Logan took on a look of shock while Spider-man merely gaped. "What the f—"

"LIAR!" Logan roared, pressing the claws even harder against her face. "You think I wouldn't recognize your scent?! My memory may be gone but I never forget a scent I've smelled! And I ain't never met you until three days ago! Now who are you?!"

"Her name is Yelena Belova." Natasha said drawing her weapon. "The Black Widow."

Spider-Man glanced between the "Uh…aren't you the Black Widow?"

"She's the second one. My replacement." Natasha said.

"And better than you in every way!" Yelena roared, her accent returning to her natural Russian one. "You're a traitor! No thanks to this animal!" she spat.

Spider-Man glanced at Wolverine and then to Matt. "Do you have positive relations with any women?" Matt and Logan both shot him death glares. "Okay, jeez."

"What do you want with me?" Logan snapped.

"Where's the Carbondanium Synthesizer?!" she shouted.

"The what?" Spider-Man muttered. He turned to Widow who glared at the blonde-haired assassin. "You speak crazy Russian spy, right? Care to translate?"

"The big albino guy that kicked your ass earlier, his whips were made of Carbondanium. The same metal those bullets were made. The Synthesizer the only thing that can create a stable form of the metal."

"They risked all this for a metal?" Daredevil asked.

"I told you earlier, its basically Russia's adamantium." Nat replied. "I'll put a call into SHIELD." She then turned to Spider-Man. "Can you wrap her up in those Webs of yours?"

"Can I stick to walls?"

"Just do it, Webbs." Daredevil barked.

"Jeez…fine. I'll web her up and the—Spider-Sense!"

"What?" Nat muttered.

"Everyone down!" Daredevil shouted, tackling Widow to the ground. A massive flash of light erupted over the area blinding the group.

"**Nobody move!" **Guardsman bellowed as his mechanized suit leapt onto the roof. "**Those flash-flares will make you see spots for the next five minutes but I know you can here me! So down on the ground, hands on your heads and ankles crossed!"**

Spider-Man snarled as he saw the robo-cop wannabe aiming his weapon at him. Spider-Man glanced at Daredevil who he was sure was barely even affected by the flash due to his blindness. Spider-Man himself had reflective lenses on his suit that kept the majority of the flash at bay. He couldn't say anything about Black Widow or Wolverine.

"Heh…" Yelena chuckled, grabbing a can of tear gas and popping the pin. She slammed the device into Wolverine's mouth, letting the gas erupt in his face.

"GAKK!" Logan hissed, reeling back in pain. Yelena kicked the mutant in the balls before sprinting off the roof.

"NO!" Daredevil shouted, hurling one of his clubs at the woman. The assassin leapt off the building, narrowly dodging the projectile.

"Damn you assholes!" Spider-Man shouted, opening fire with his web-shooters. The sticky substance splattered all over Guardsman's helmet blinding him.

"**Again?! Switching to thermals." **The mechanized cop aimed his handgun and fired off several well placed rounds at the feet of the heroes. The assembled group leapt back before the roof exploded from the concussive rounds.

"Everyone scatter!" Daredevil shouted. "Give him multiple targets!" The red-clad hero leapt from the building, firing his grappling line.

"Logan, get out of here!" Widow shouted as she quickly ran in the opposite direction of her Ex. Spider-Man leapt through the demolished roof of Horizon labs and disappeared beneath it.

"This is not how my day was supposed to go!" Logan snarled. Guardsman rocketed forward, throwing a punch at the feral mutant only for Logan to leap over the attack, slashing the back of his knee in the process.

"**WHOA!" **Stacy shouted as his suit lost its balance. **"Dammit!" **He quickly fired off a concussive round into Logan's back, blowing him off the roof and into the alleyways behind the building. **"Zoe, where's my SCU squad?!"**

"**They're en route to your location. They'll pick off who they can, but I'm getting damage reports from your suit, the left knee is—"**

"**Cut to Hell, I know. Bastard had Adamantium claws or something. Either way my pursuit speed isn't gonna cut it. Just send a team to go after them. Maybe we can peace together what the Hell's been happening around town."**

* * *

**Queens, One Hour Later**

"So why are we meeting here again?" Luke Cage asked, leaning against a stack of crate sin the middle of the warehouse. He turned to his best friend and partner Danny Rand, aka, Iron Fist who sat crosslegged, meditating.

"Because Daredevil asked us to." the monk replied.

"Why?" Bombshell muttered as she sat in a chair alongside Jessica Jones, the latter was sifting through a digital camera, only half paying attention to the conversation. "He' just calls us out of the blue and we're supposed to come running? I don't know about you guys but that pisses me off. Besides I got homework."

"And a chem-test tomorrow." Jessica added.

"Shit!" Laura screamed.

"Stop bitching." a new voice echoed out. The group turned to see Daredevil and Spider-man entering then room, the latter was being supported by the former as he nursed a gash on his thigh. "At least you didn't get shot."

"What happened to you?" Jessica asked, seeing their disheveled appearance.

"I got shot, I just fucking said it! Pay the fuck attention!"

"Ease up dick-bag." Laura barked. "Not her fault you caught a bullet, jackass."

"Enough!" Daredevil snapped. "Danny, could you dude your mojo thing?"

Iron Fist sighed and hopped off stack of crates. "My 'mojo' is called chi. The least you could do is learn the name Matt." Danny grumbled as he went to heal the injured heroes. "You mind telling us what happened?"

Daredevil and Spider-Man glanced at each other before looking back to the assembled group. "Where do we begin?" they said in unison.

* * *

**Sorry this was so late! I've had work and upcoming school issues! My college starts up again soon so these chapters will come out more slowly, sorry, but education first!**

**Next Chapter: Vamp!**


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